Healthy air,
Volution Group plc
Annual Report 2025
sustainably

Strategic report
01 Highlights
02 Our business at a Glance
04 Investment Case
06 Our Business Model
08 Our Products
10 Our Strategy
12 Chair’s Statement
14 ChiefExecutiveOfficer’sReview
18 InconversationwithourCEOandCFO
20 BusinessReview
32 Stakeholder Engagement
34 Section 172 Statement
36 FinancialReview
40 Key Performance Indicators
44 Risk Management and Principal Risks
54 Sustainability
80 Non-FinancialandSustainabilityInformationStatement
Governance report
81 Chair’s Introduction to Governance
84 CompliancewiththeCode
85 Board Diversity Dashboard
86 Board of Directors
88 GovernanceFramework
91 Board Engagement
93 Governance Report
99 Nomination Committee Report
102 Audit Committee Report
111 Directors’ Remuneration Report
125 Directors’ Report
128 Directors’ Responsibilities Statement
Financial statements
129 Independent auditors’ report
136 Consolidated Statement of Comprehensive Income
137 ConsolidatedStatementofFinancialPosition
138 Consolidated Statement of Changes in Equity
139 ConsolidatedStatementofCashFlows
140 NotestotheConsolidatedFinancialStatements
171 ParentCompanyStatementofFinancialPosition
172 Parent Company Statement of Changes in Equity
173 ParentCompanyStatementofCashFlows
174NotestotheParentCompanyFinancialStatements
Additional information
178 ESG Annex
191 Glossary of Technical Terms
192 Shareholder Information
Note:
1
The Group uses some alternative performance measures (APMs) to
track and assess the underlying performance of the business; see
more details on page 40.
2
Constant currency is abbreviated to ‘cc’.
Healthy air,
sustainably.
We see purpose and performance as
inseparable. ‘Healthy air, sustainably’
is not only our ambition – it is how
we create value for customers,
communities, the environment
and shareholders.
We are closely aligned with
environmental, health, regulatory
and consumer developments that
are reshaping the world’s expectation
of how we live life indoors.

Revenue growth
Adjusted basic earnings per share
Adjusted operating cash flow
Adjusted operating profit
Highlights
Financial
Highlights
Non-Financial
Highlights
Sustained
Compounding
Growth
Revenue £m
£419.1m
(+21.9% at cc2)
Organic revenue growth
+4.4%
(+5.7% at cc2)
Adjusted operating profit1 £m
£93.4m
(+19.7%)
Adjusted operating profit margin1 %
22.3%
(-20bps)
Adjusted profit before tax1 £m
£83.9m
(+18.7%)
Reported profit before tax £m
£54.5m
(-3.7%)
Adjusted basic earnings per share1 pence
33.1p
(+18.2%)
Reported basic earnings per share pence
21.0p
(-2.8%)
Adjusted operating cash flow1 £m
£104.5m
(+21.8%)
Dividend pence
10.8p
(+20.0%)
Employee engagement score
75
(FY24: 74)
Accident frequency rate
0.17per100,000hoursworked
(FY24: 0.20)
Sales revenue from low-carbon products
71.2%(77.3%excludingFantech)
(FY24: 74.6%)
Scope 1 & 2 carbon intensity (location)
12.0tCO
2
e/£m revenue
(FY24: 12.8)
Recycled plastic used in our products
83.9%
(FY24: 78.1%)
12.4%
Ten-year CAGR
11.6%
Ten-year CAGR
14.2%
Ten-year CAGR
12.2%
Ten-year CAGR
25242322212019181716
25242322212019181716
25242322212019181716
25242322212019181716
01 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Volution is a leading supplier of air movement products, catering to primary markets
in the UK, Continental Europe and Australasia. We aim to enhance our customers’
experience of ventilation by reducing energy consumption and improving indoor
air quality and comfort. Our purpose is to provide healthy air, sustainably.
Our solutions
Residential air movement
The Volution Group’s residential products encompass a
broad range of product solutions including unitary and central
extractor fans, positive input systems, mechanical heat recovery
units with and without active cooling, localised cooling fans
and a wide range of ancillaries. These cover the full scope of
residential applications across both new build and refurbishment
in houses, apartments, care applications, hotels and more.
Commercial air movement
The Volution Group’s commercial products encompass a variety
of air movement solutions including extract and supply fans
and systems, mechanical heat recovery units, air handling units,
fan coils, hybrid ventilation solutions, acoustic solutions and
heat recovery cells. These cover a wide range of applications
including healthcare, education, offices, car parks, data centres,
airports, tunnel ventilation, mining and many more.
38%
New build
30%
Commercial
62%
RMI
70%
Residential
Our Business at a Glance
What we do & why we do it
02 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

UK 1,091
Continental Europe 751
Australasia 496
Total 2,338
UK 6
Continental Europe 15
Australasia 18
Total 39
Colleague
numbers
Locations
UK
Continental
Europe
Australasia
Revenue
£176.1 million
Adjusted operating profit
£45.9 million
Adjusted operating profit margin
26.0%
Revenue
£136.6 million
Adjusted operating profit
£32.9 million
Adjusted operating profit margin
24.1%
Revenue
£106.4 million
Adjusted operating profit
£21.9 million
Adjusted operating profit margin
20.6%
Our Business at a Glance continued
Readmoreonpages20–21 Readmoreonpages24–25 Readmoreonpages28–29
03 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Leading product
and technology
offering
Strong brands
and customer
relationships
Successful track
record of value-adding
acquisitions
Highly efficient
operating model
Long-term sustainable
growth model
Investment Case
Our clear compounding growth model
Our differentiated
business case
Market overview – Structural growth drivers
underpin long-term growth
Structural undersupply of new homes
Increasedurbanisation,stringentplanningregulations,slow
construction rates and increases in single person households
haveallcontributedtowidespreadhousingshortages.As
governmentsreactwithinitiativestoboosthousingsupply,
wewillseeincreasesindemandforourproducts.
Regulation drives adoption of energy efficient,
higher unit value solutions
The drive to reduce carbon emissions in buildings is increasing
the adoption of heat recovery systems and other energy-
efficientventilationsolutions.Thesesystemsarehigherinvalue
than traditional methods of ventilation, increasing the average
revenue from each application.
Energy efficiency improvements driven
by fuel costs and customer choice
Fuelcostincreasesdriveenergyefficiencyimprovements
toexistinghomes.Inaddition,actionssuchasturningdown
thermostats to save energy increases condensation and
mould risk and thus the need for improved ventilation.
Indoor Air Quality awareness and mould
prevention clear link to health
SinceCovid,thereisfargreaterawarenessoftheimpactthat
poorairqualityhasonhealth.This,alongwithacutefocuson
reducingmouldinhousing,willcontinuetodrivedemandfor
ventilation solutions.
Demand for premium solutions and
upsell to premium ventilation solutions
(silence, aesthetics and controls)
Public housing focus on automation and strong differentiation
in private refurbishment through quieter, more discrete designs
is leading to increasing sales of our value-added ventilation
solutions. Heat recovery also represents an increasing
premium demand.
04 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Investment Case continued
Revenue
growth
+10% p.a
Organic
revenue
growth
+3-5%p.a.
Adjusted
operating
profit margin (%)
>20%
Adjusted
earnings
per share
+10% p.a.
Adjusted
operating
cash conversion
>90%
Return on
Invested Capital
(ROIC)
>20%
Through our
strategic pillars
Delivering attractive
financial returns
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
05 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Our Business Model
What drives us
Our capabilities
We are driven by our purpose to provide ‘Healthy
air, sustainably’ and are committed to supporting
the legislative transition as we decarbonise.
Health
Energy efficiency
Comfort
Making our buildings air tight and insulated
leads to poor air quality if we don’t ventilate
them correctly. Regulations continue to drive
the demand for our products.
Volution continues to drive the demand for
low-carbon products, and our technology
provides an important pathway to avoid
carbon emissions from buildings.
Modern buildings run the risk of overheating
during the summer periods. Our products
provide energy efficient solutions to reduce that
risk and create comfortable living environments.
People
Werelyonourdedicatedworkforce
to deliver on our purpose.
2,338
employees
Brands
Our trusted brands across the UK, Continental Europe
andAustralasiaprovideuswithastrongcustomer
base and unique market selling opportunities.
29
brands operating across
three main markets
Product portfolio
A broad and deep product portfolio of innovative
air quality solutions.
c.30,000
SKUs
Financial capital
Ourstrongbalancesheetallowscontinuedinvestments
in the Group, facilitating the acquisition of value-adding
companies further strengthening our proposition.
£104.5m
adjustedoperatingcashflow
Natural capital
Wekeepsustainabilityattheheartofeverythingwedo,
utilisingwhereverpossibletheuseofrecycledmaterials
in our designs.
83.9%
recycled plastic processed
inourownfactories
06 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Our Business Model continued
Distribute
Our 29 brands operate across three key
geographies.Ourscaleallowsusto
maximise cross-selling opportunities,
maximising our market reach, setting us
apart from our peers. We aim to collaborate
withdistributionpartnerswhoprioritise
sustainable practices.
Innovate
We design and create innovative products
acrossourbusinessutilisingthewealthof
expertise from our employees, feedback
from partners and our years of experience
to deliver bespoke air quality solutions
for our customers.
Grow
Ouracquisitionstrategyallowsusto
continually integrate value-adding
businessesthatprovidenewexpertise,
additional routes to market, and product
development opportunities.
Underpinned by our strategic pillars and commitment to sustainability
Strategic pillars Sustainability commitments
Organic
growth
Value-adding
acquisitions
Operational
excellence
Product Planet People
Shareholders
Delivering attractive returns
+11.6%
adjusted basic EPS
Ten-year CAGR
Suppliers
Develop long-term
relationshipswithsuppliers
togrowtogetherwhile
meeting social
commitments
c.2,000
suppliers
Customers
Solutions to support our
customer needs
>20,000
customers
Environment
Continue to reduce our
environmental impact
withinourvaluechain
71.2%
low-carbonsales
Employees
Createaworking
environmentwithin
whichouremployees
can develop their skills
75
overall employee
engagement score
Government
Support regulatory change
through the continued
development of clean
air ventilation systems
Our value chain
Our value
chain
Manufacture
Withcontinuedproductinnovationwe
manufactureproductswithsustainability
at their heart. We aim to use high-quality,
sustainableproducts,eliminatingwaste
in our value chain.
We aspire to close the loop on our circular
economy by recycling end-of-life products.
Read more on pages 10 to 11 Read more on pages 54 to 79
Read more on
pages 22 to 23
07 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Housing Refurbishment
Aswerefurbishourhomesto
makethemairtightandwell
insulated,ourenergyefficient
ventilation systems keep them
healthy in both social housing
and private refurbishment
markets.
New Build Housing
Our products help home
builders meet the tightening
regulatory requirements for air
quality and carbon reduction.
70%
of revenue from
Residential products.
28.5%
of revenue from the
Heat recovery category.
80%
ofthehousingthatwillexistin
2050 has already been built.
Apartments
Volution offers a range of
solutionsforapartmentswhich
have unique design challenges
for ventilation and overheating.
Our Products
Residential
08 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

71.2%
ofrevenuefromlow-carbon
products. (Organic 77.3%)
Commercial
applications
Our equipment can be found
in shopping centres, airports,
sportsfacilities,officesand
any buildings requiring fresh
air for people.
30%
of revenue from
Commercial products.
>30%
of the classrooms across
our geographies are
under-ventilated.
Education
With often tight regulatory
requirementsweprovide
specialist advice for designs
in schools, colleges
and universities.
Industrial applications
Our products cover a range
of industrial applications from
infrastructure, marine and
tunnels to many more.
Our Products continued
Commercial and industrial
09 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

What this means & how we do it
We continue to acquire and integrate
complementary businesses in the
residential and, commercial ventilation
market.Welookforbusinesseswith
clearsynergisticbenefitsavailable.
Progress in year
+16.2%
Inorganicrevenuegrowthonaconstant
currency basis
Completed the acquisition of
FantechinAustralia.
Priorities for FY26
• Focusonacquisitionswhich
opennewchannelsorproduct
categories helping to diversify
and reduce risk.
What this means & how we do it
Wegrowthroughafocusedsalesstrategy
for each of our market sectors. We
promotethebenefitstohealthof
higher-value ventilation solutions to
growourmarketsandincreasemargins.
Weinvestininnovativenewproducts
and drive cross-selling initiatives.
Progress in year
+5.7%
Organicrevenuegrowthonaconstant
currency (cc) basis
Building Regulations driving adoption
ofhigher-value,low-carbonventilation
in the UK.
Priorities for FY26
• Continue the focus on cross-selling
across our organisation.
• RolloutofMechanicalVentilationwith
Heat Recovery (MVHR) ranges in Australia.
Read more about organic
growthonpages22to23
Read more about value-adding
acquisitions on pages 30 to 31
Our Strategy
Delivering impact with clear
strategy and rigorous execution
Organic
growth
Value-adding
acquisitions
10 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Read more about operational
excellence on pages 26 to 27
Read more about our sustainability
efforts on pages 54 to 79
What this means & how we do it
Our dedication to operational excellence
continues. We focus on improving the
efficiencyofallouroperationsand
processes,reducingwasteandoptimising
packaging and logistics.
Progress in year
22.3%
adjustedoperatingprofitmargin(-20bps)
Invested in the Nordics and ERI to increase
capacity and improve customer service.
Priorities for FY26
• Optimise and expand extrusion
capability in Reading
• Leverage Group procurement to
optimise supply chains and maximise
synergisticbenefitsavailablewith
particularfocusonFantech.
At Volution we are committed
to ensuring a low-carbon future
with the health and wellbeing of
people and the planet at its core.
Our commitment to sustainability
is deeply embedded in both
our purpose and strategy.
We are focused on improving
our operations, our product
proposition and how we fit into
the circular economy.
Sustainability
across our
business
Our Strategy continued
Operational
excellence
11 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Chair’s Statement
A year of significant strategic progress
Delivering strong and
consistent performance
Nigel Lingwood
Chair
Dear shareholder,
I am pleased to report another year of strong
performance, demonstrating the strength and
resilience of Volution’s business model and strategy.
We are proud of the progress made over that period,
which is testament to our strong corporate culture,
differentiated business model, compounding
growth strategy and consistent delivery.
Acquisition of Fantech
The acquisition of the Fantech group of companies
in Australasia on 29 November 2024 was our largest
transaction to date. This significant transaction has
not only expanded our presence in this important
geographic area, but it has also marked a significant
step up in the commercial sector, advanced our
operational capabilities, and further enhances our
product range across the Group. The successful
integration work so far has reaffirmed the
effectiveness of the Group’s acquisition strategy.
I would like to warmly welcome the Fantech teams
into the Volution group.
Performance and results
Group revenue increased to £419.1 million
(2024: £347.6 million), and adjusted operating profit
was up 19.7% at £93.4 million (2024: £78.0 million),
giving an adjusted operating margin of 22.3%
(2024: 22.5%). The Group’s adjusted earnings per
share was 33.1 pence, representing an increase over
the prior year of 5.1 pence, up 18.2%. Since our IPO
in 2014, the compound annual growth rate of
adjusted basic earnings per share is 12.8%,
demonstrating strong and consistent performance
over that period. Reported profit before tax
decreased to £54.5 million (2024: £56.6 million) and
reported basic earnings per share for the year was
21.0 pence (2024: 21.6 pence). Adjusted operating
cash flow was £104.5 million (2024: £85.8 million),
and £107.4 million, net of cash acquired, was spent
on the acquisition of Fantech during the year.
Net debt (excluding lease liabilities) at the year-end
was £126.0 million (2024: £31.6 million) representing
leverage of 1.2 times.
12 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Chair’s Statement continued
Dividends
Recognising our strong performance in the year
and our continued confidence in the business,
the Board has recommended a final dividend
of 7.4 pence per share, giving a total dividend for
the financial year of 10.8 pence per share
(2024: 9.0 pence per share), an increase of 20.0%
on the previous year. This is in line with our
ambition to progressively grow dividends each
year. The adjusted earnings dividend cover for
the year was 3.1x (2024: 3.1x). Subject to approval
by shareholders at the Annual General Meeting on
10 December 2025, the final dividend will be paid
on 16 December 2025 to shareholders on the
register at 21 November 2025.
Purpose and strategy
Volution’s purpose, to provide ‘healthy air,
sustainably’, is at the heart of its strategy and it
guides the Group’s ambition to deliver value for
all stakeholders. The strategy continues to be
anchored in three core strategic pillars: organic
growth, value-enhancing acquisitions and
operational excellence, all underpinned by our
commitment to sustainability. Industry regulations
which are aimed at improving indoor air quality and
driving the decarbonisation of buildings continue to
evolve and serve as a key driver for our growth.
Environmental, social and
governance objectives
The Group remains committed to sustainability,
responsible business conduct and active
engagement with our global workforce. The
approval of Volution’s near-term targets by the
Science Based Targets initiative (SBTi) in March
2025 marked a significant step forward in the work
to align operational activity with global climate aims.
I am pleased to report that Volution has reduced its
Scope 1 and 2 carbon intensity by a further 6.25%
compared with last year, which is a result of targeted
investments in energy efficiency and the transition
to renewable electricity across principal sites. In
addition to this, several new low-carbon ventilation
solutions, contributing to the decarbonisation of the
built environment, have been launched in the year.
Our people and culture
Cultivating a positive and inclusive work culture
at Volution remains a firm focus of the Board.
We have continued to monitor key indicators
of culture at the Board level, and Celia Baxter,
the designated Non-Executive Director for
employee engagement, has worked closely
with our Group HR Director in respect
of employee engagement activities.
We were proud of the results of our most recent
Group-wide employee engagement survey,
which indicated an overall engagement score of
75 (FY24: 74), representing a slight increase on the
prior year’s outcome. The survey also took into
account the views of our new workforce at
Fantech. We recognise that listening to the
feedback within the survey results and taking
positive actions as a result is fundamental to
building on this momentum and further cultivating
a positive and healthy culture. Our employees
are the foundation and driving force behind the
successful execution of our strategy, and their
contributions are core to the continued progress
of the Group. On behalf of the Board, I would like
to express my sincere appreciation to all our
employees for their hard work and commitment,
which is fundamental to our achievements as a
business and the creation of long-term value.
Health and safety
Health and safety has remained a key priority
for the Group, aligned with our zero-harm
ambition. In FY25, we have an improved accident
frequency rate of 0.17 per 100,000 hours worked
(FY24: 0.20), reflecting our ongoing commitment
to continuous improvement in this area.
Board changes
On 5 March 2025, Celia Baxter and Emmanuelle
Dubu were appointed as Non-Executive Directors.
Celia has also taken on the role of Chair of the
Remuneration Committee and is the designated
Non-Executive Director for employee engagement.
Both Celia and Emmanuelle bring a wealth of
expertise and fresh perspectives to the Board, and
their appointments reinforce our commitment to
maintaining a Board with the right balance of skills,
experience and diversity. Claire Tiney retired from
the Board on 2 August 2025 following nine years
of outstanding service and much-appreciated
contribution. I would also like to thank Margaret
Amos who stepped down from the Board at the
Annual General Meeting in December 2024.
Governance
We are committed to embedding robust
governance principles throughout the
organisation and keeping pace with evolving
regulatory expectations.
We strive to maintain a clear and strategic focus,
ensuring we deliver long-term, sustainable value
for our shareholders through sound oversight and
responsible management. Open, rigorous and
transparent discussions on key strategic issues,
potential risks and emerging opportunities are
fundamental to our Board’s decision-making
process, always considering the interests of
all stakeholders.
Nigel Lingwood
Chair
8 October 2025
Our values
Professionalism
With customers, suppliers, colleagues
and shareholders and in all relationships.
Innovation
Our products, services and solutions.
Integrity
Environmentally, socially and in
our governance.
Commitment
100% every day, everywhere.
Customer Service
Strive for quality and excellence
in everything we do.
Growth
Our sales and profit, our people, our
capability, our capacity and our ambition.
Grow our values and invest for the future.
Fun
Enjoy what we do and respect those
around us.
13 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Chief Executive Officer’s Review
Growing responsibly, delivering meaningfully
We are delivering sustainable,
compounding growth
Ronnie George
Chief Executive Officer
Overview
We are proud of the significant progress achieved
this year, delivering strong organic revenue
growth against a challenging market backdrop
and completing our largest acquisition to date –
Fantech in Australasia – which cements our
position as market leader in both Australia and
New Zealand. Once again, our broad geographic
exposure, leading market positions and structural
growth drivers enabled us to outperform the
wider market.
Organic revenue growth of 5.7% at constant
currency (cc) exceeded our target range of 3–5%.
This was further enhanced by substantial
inorganic growth following the successful
integration of Fantech, resulting in overall
revenue growth of 21.9% at cc.
Adjusted operating profit increased by
£15.4 million, up 19.7% to £93.4 million
(2024: £78.0 million). Adjusted operating margins
were broadly maintained at 22.3%, despite the
dilutive impact of the Fantech acquisition.
Underlying operating profit margins, excluding
the Fantech acquisition, increased in the year,
reflecting our pricing discipline and the breadth
of value engineering and procurement initiatives
delivered across the business. With inflationary
pressures moderating relative to recent years,
price increases have been lower, and the organic
margin improvement achieved has come from
internal business improvement measures.
Organic revenue growth strengthened through
the year, with the second half delivering 7.4% cc
growth. Key drivers included sustained out
performance in the UK residential market, a
strong turnaround in UK commercial with over
20% organic growth in H2 FY25, and a return to
organic growth in Australasia, supported by a
much-improved fourth-quarter performance in
New Zealand.
14 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Cash generation is an essential enabler of our
M&A-led compounding growth strategy and
organic capex investment. An excellent adjusted
operating cash conversion of 109% enabled us to
bring net debt leverage levels down to 1.2x from
a peak of 1.6x.
Our ambition is to become one of the leading
ventilation providers for residential and
commercial applications across our three core
geographies: the UK, Continental Europe and
Australasia. To support this goal, we strengthened
our senior management structure during the year.
Continental Europe – leadership responsibilities have
been expanded, with Andreas Löfstrand, previously
our Nordics leader, and Koen Groenewold, based in
the Netherlands, appointed as Regional Managing
Directors for Europe.
Australasia – following the successful acquisition
of Fantech, Anthony Lamaro, previously leader of
the Fantech business, was promoted to Regional
Managing Director for Australasia.
I am particularly pleased that these three senior
regional leadership roles have been filled through
internal promotion, which underlines the depth of
talent within the Group and further strengthens
our platform for growth.
The strengthening of our regional leadership,
together with our central teams in technical,
procurement and business development, has
assisted us in broadening and maintaining a
high-quality pipeline of acquisition opportunities.
The acquisition of Fantech, a long-term strategic
target for the Group, is a strong example of
this approach, representing both an exciting
extension of our capabilities and a significant
expansion of our market reach.
Since our listing in 2014, Volution has delivered
consistent, compounding revenue growth of over
10% per annum. This success is only possible
through the commitment and strength of our
local management teams and our people.
During the year, we completed our second
Group-wide employee engagement survey, this
time including our new colleagues from Fantech.
The results were very encouraging and built
positively on the strong outcomes of the 2024
survey. We also ran our fourth Management
Development Programme, with preparations
already underway to launch an enhanced
programme for senior leaders in early FY26.
As Chief Executive, I have always been clear
that Volution is, above all, a people business.
While our purpose is to provide market leading
solutions that improve indoor air quality, it is the
passion and dedication of our people, and their
commitment to delivering the best possible
customer service, that drives our success.
Continued investment in employee engagement
and development remains critical to ensuring
the strong and consistent execution of our
business model.
Our markets and regulatory drivers
Volution’s end market exposure evolved during the
year, with the acquisition of Fantech in Australasia
increasing our weighting in the region but also in
commercial ventilation. While the Group remains
predominantly focused on residential applications
(c.70% of revenues) – with a stronger weighting
towards refurbishment – the addition of Fantech
has broadened our end-market mix across
applications, construction cycles and geographies.
Today, revenues are reasonably equally split across
our three core regions.
We have seen tightening regulation play an
increasingly significant role in shaping demand
for our products. By design, regulatory measures
aimed at decarbonisation have the greatest
impact on new-build applications. In the UK, the
introduction of building regulations Parts F, L and O
has driven increased focus on airtightness,
low-carbon ventilation, and over-heating risk in new
homes, significantly supporting demand for more
energy efficient, better-controlled products.
Refurbishment markets remain relatively resilient
and less cyclical. With rising awareness among
homeowners, landlords and tenants of the
importance of good indoor air quality, demand in
refurbishment has proven stable overall despite
weaker construction activity. As in new build,
customers are seeking more energy efficient and
sophisticated solutions, driving higher product
values across most markets.
Awaab’s Law, introduced through the Social
Housing (Regulation) Act 2023 and coming into
force in October 2025, requires landlords to fix
hazards such as damp and mould within strict
legal timeframes. This is a vital step in protecting
residents’ health and improving living conditions.
With our market leading solutions, we are well
positioned to support landlords in meeting
these obligations while benefiting from
stronger, long-term demand.
Volution actively contributes to local market
consultations and discussions on ventilation
requirements. Our international experience
and product breadth allow us to play a leading
role in shaping these debates and delivering
practical, effective outcomes. Where new
demands emerge, our scale, agility and
innovation capabilities enable us to lead the
way in developing solutions. Examples include
our leading role in continuous system ventilation
in UK residential new build, and our market
leadership in decentralised heat recovery
retrofit solutions in the Netherlands.
Results
The Group delivered revenue of £419.1 million
(2024: £347.6 million), an increase of 20.6%
(21.9% at cc), with organic growth of 4.4% (5.7% at
cc) and inorganic growth from the acquisition of
Fantech in the year, of 16.2%. Adjusted operating
margins decreased slightly from 22.5% in the
prior year to 22.3%, due to the margin-dilutive
impact of Fantech with underlying like-for-like
organic margins increasing again in the year.
Reported profit before tax was £54.5 million
(2024: £56.6 million), a decrease of 3.7%.
Chief Executive Officer’s Review continued
15 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sustainability
Our Sustainability Committee, comprising senior
management and non-executive oversight, met
twice during the year to review progress against
published targets.
We made strong progress against our key
Sustainability KPIs in the year. Recycled plastics
content in our own production rose to 83.9%
(2024: 78.1%). To assist adoption further we have
increased our investment at our Reading facility
(see page 23), which continues to lead the Group
in sourcing and validating new materials.
In addition, this year greater participation from
the Nordics has positioned us for further
improvement in FY26.
Low-carbon products accounted for 71.2%
(2024: 74.6%) of Group revenue, reflecting the
regulatory drivers for energy-efficient solutions,
albeit diluted by Fantech. Although the regulatory
drivers for energy efficient ventilation in Australia
are currently not as advanced as Europe and the
UK, proposed future changes to the National
Construction Code will encourage the adoption
of higher-efficiency, lower-carbon products in
the medium term.
In addition, this year we have published our first
Environmental Product Declarations (EPDs) for
a range of central heat recovery devices. This
provides a deeper lifecycle analysis for our new
build customers looking for tighter control of
embodied carbon.
Following a rigorous evaluation process, we are
delighted the SBTi confirmed that our science-
based targets meet the SBTi’s Net-Zero Standard
Criteria and Near-Term Target Criteria and
Recommendations.
This approval demonstrates our commitment
to reducing greenhouse gas (GHG) emissions
in line with the latest climate science. Research
published in 2024 revealed that only 14% of
FTSE250 companies have this SBTi accreditation,
making us one of a few select companies to have
achieved this milestone.
Strategy
Organic growth
Volution has a financial target to consistently
deliver organic growth in the range of at least
3–5%. This year, we achieved Group organic
growth of 5.7% cc, ahead of our target range. The
performance varied by region, with strong out
performance in the UK (+9.5% cc) offset by more
modest growth in Continental Europe (+3.1% cc)
and Australasia (+0.6% cc).
Value-adding acquisitions
On 29 November 2024, we completed the
acquisition of Fantech in Australasia for an initial
consideration of AUD$221 million (£112.7 million) on
a debt-free, cash-free basis, with a further
non-contingent payment of AUD$60 million
(£29.6 million) due 12 months post-completion.
With leverage (ex-leases) at 1.2x, our balance sheet
remains strong and provides significant headroom
to pursue further acquisition opportunities. Return
on Invested Capital (ROIC) was robust at 25.2%,
despite the dilutive impact of acquisitions. The
Fantech business was successfully integrated in
the second half of the financial year.
Operational excellence
Maintaining an adjusted operating margin of 20%
or above is a key financial objective for Volution.
In FY25, we delivered an adjusted operating
margin of 22.3%, compared with 22.5% in the
prior year, the 20bps reduction being due to
the impact of Fantech. On a like-for-like basis
excluding Fantech, Group operating margins
increased by 50bps to 23.0%, reflecting Group-
wide self-help initiatives across procurement,
efficiency and value engineering.
In light of our strong UK organic growth and
following the rationalisation of two OEM facilities
into one Swindon site, we have also reviewed our
wider operational footprint. To support future
expansion, we have secured new leasehold
manufacturing capacity in Dudley, the West
Midlands, from early FY26. Investments are
already underway in new tooling, injection
moulding and extrusion capacity, alongside
enhancements we have made and continue to
make to senior leadership, to future-proof our
operational platform.
Customer service excellence remains central to
our success and our planned capacity expansion,
and operational investments will strengthen
resilience and ensure service levels match our
growth ambitions.
In the Nordics we are making additional
investments in our metal working capabilities
to support our revenue growth for new build
projects. In Australasia we have identified
optimisation opportunities by tooling new
fan blade castings which will improve costs
and enhance our capabilities for commercial
ventilation products for both the Australian
and New Zealand markets.
People
People are at the heart of Volution’s long-term
success. In FY25 we conducted our second,
Group-wide employee engagement survey,
incorporating colleagues from Fantech for the
first time. With participation from over 2,250
employees, results were very positive and
reinforced our shared purpose of delivering
‘Healthy air, sustainably’.
Safety is our first priority, and this year we are
pleased that our reported accident frequency
rate is down 15% on last year. Our ambition
however remains zero-harm, and we continue
to work at a local level to reduce the risk of
accidents further.
Chief Executive Officer’s Review continued
16 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Integration of the Fantech Group of companies
has progressed exceptionally well. I personally
visited Australia and New Zealand five times
during the year, meeting colleagues across
both countries. The survey results highlighted
the strong cultural alignment of Fantech with
Volution, confirming the high quality of both the
business and its people.
In the UK, we strengthened our commitment
to diversity and inclusion, becoming a strategic
partner of the Construction Inclusion Coalition
forum (having formerly been a Coalition Member).
Across our Group, our diverse and international
culture is a clear competitive advantage in
delivering our purpose.
We also advanced leadership development
through our ‘Global Leaders’ communication
programme, chaired by Group HR Director,
Michelle Dettman. Meeting twice a year, this
forum brings together the senior team and
around 90 colleagues for open dialogue,
updates and questions. This transparent
approach, alongside everyday engagement in
our local businesses, continues to embed strong
leadership and collaboration across the Group.
Alongside our regular engagement initiatives,
we continued to develop our bi-annual employee
engagement forum, now attended by our new
Non-Executive Director and Board–employee
liaison, Celia Baxter. Celia succeeds Claire Tiney,
who retired from the Board in August 2025 after
a distinguished nine-year tenure. I would like to
thank Claire for her open and engaging approach
to employee dialogue, and I am confident that
Celia’s skills and style will ensure these forums
continue to deliver maximum value.
Strengthening and supporting our senior and
wider management teams remains a top priority.
Our new regional structure has embedded well
in the second half of the year, complemented by
the strength of our central functions in technical,
procurement, business development, finance
and people & culture.
I firmly believe high-performing teams are built
on a culture of collaboration, transparency and
trust. In 2025 we made excellent progress in
enhancing our senior leadership team, and we
are committed to building on this momentum
in the years ahead.
Outlook
I would like to thank all of my Volution colleagues,
who collectively have delivered an outstanding
performance this year. Organic growth at 5.7% cc
was ahead of our target range, whilst the
completion of our largest acquisition to date with
the Fantech Group in Australasia provided a
significant boost to revenues and earnings.
The integration of Fantech is progressing well,
with our teams already benefiting from greater
scale and collaboration across the region.
Excellent revenue growth, expanding organic
margins, and record operating cash generation
has culminated in a very strong financial result.
The new year has started well, with continuing
organic revenue growth complemented by the
inorganic revenue benefit from the Fantech
acquisition. Notwithstanding the still difficult
economic backdrop in many of our end markets,
we remain confident of continuing to deliver
compounding growth and another year of
good progress.
Ronnie George
Chief Executive Officer
8 October 2025
Chief Executive Officer’s Review continued
17 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Q
What were the highlights for
Volution in the last year?
RG I was delighted with the Group’s performance
in FY25, and our adjusted earnings per share
growth of over 18% was the strongest in Volution’s
history. Compounding growth and consistency of
delivery is key to our model and investment case,
and FY25’s performance brings our adjusted EPS
CAGR since listing in 2014 to 12.8%.
The Fantech acquisition was a particular highlight
and represents a significant milestone for the
Group and you can read more about it on pages
30–31. Organic growth was very strong at 5.7% cc
and it was great to see this accelerating in the
second half of the year.
AOB Other highlights I would add are margin
performance (organic adjusted operating margin
up 50bps) and continued very strong cash
generation. As such even with an outflow of
£137.8 million on acquisitions of Fantech and
24.35% of ClimaRad, we ended FY25 with the
balance sheet in robust shape and leverage of
1.2x.
Q
And what would you say are potential
areas for improvement?
RG Our organic revenue growth in FY25 was
strong, however there were areas that were
disappointing, such as UK OEM, Nordics, Germany
and New Zealand. Where markets are difficult, we
need to be laser focused and innovative in our
pursuit of revenue opportunities and underpin
this with excellent customer service.
AOB We look to drive margins by optimising
existing operations as well as introducing new
initiatives. Operationally there are always things
we could do better, and we see opportunities
to improve efficiency in several of our facilities.
In terms of initiatives, we have a pipeline of
procurement and value engineering programmes
driven by our Group Procurement and Technical
teams to optimise product costs, which are
expected to yield ongoing results in the near future.
Q
Organic growth was particularly
strong this year at 5.7% cc, despite a
mixed market backdrop. What has
been key to this?
RG Residential and commercial markets continue
to be relatively subdued with low volumes of new
construction and fragile consumer confidence.
We do, however, benefit from structural tailwinds
in ventilation markets through regulations, which
have been particularly supportive in our UK new
build activities, relating to both energy efficiency
and to the risk of over-heating as properties
become more airtight. There is an ever-increasing
awareness of the importance of good indoor air
quality, and the risk mouldy homes and buildings
present to health. As a Group we seek to lobby,
shape and anticipate regulations, and to offer
the widest range of product solutions for
our customers.
Q
What role does innovation and new
product development play and how
has the Group’s approach to R&D
developed over time?
RG Our innovation and new product development
activities, coupled with the addition of new
products added through acquisition, means that
Volution now has a very rich and broad product
portfolio most notably for residential applications.
We focus our innovation on both performance
aspects of products (linked to regulations and
energy performance) and on the user experience
of the product, such as sound, aesthetics and ease
of installation. In terms of approach, as the Group
has become increasingly international it is
essential to manage our resources and priorities
in a co-ordinated, Group-wide manner, and our
recently strengthened Group technical leadership
is very much focused on this.
In conversation with the CEO and CFO
Ronnie George
Chief Executive Office
Q&A
with Ronnie George, Chief Executive
Officer, and Andy O’Brien, Chief
Financial Officer
18 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Q
Fantech was the Group’s largest
acquisition to date. How has the
integration gone so far?
RG Fantech was a hugely attractive acquisition
for the Group, which combined with our existing
brands gives Volution a leading position in both
commercial and residential ventilation in Australasia.
The local team is high quality, and I am delighted
with how well the existing Group and local teams
have begun working together to further enhance
the business. Despite a tough market especially
in New Zealand, the performance in the first
eight months since acquisition has been
very encouraging.
Q
M&A is a key element of the Group
strategy. How does the process
operate in Volution, what do you look
for in targets and what metrics do you
judge M&A by?
AOB With 26 acquisitions completed since 2012,
the Group has a well-established process for
sourcing, managing and integrating acquisitions.
We have a good flow of ideas for targets, coupled
with a broad network of adviser relationships.
We look for targets that increase our access
to attractive markets, with strong brands, and
appropriate capability. It is vital that we see
opportunity to improve businesses we acquire,
whether through sharing of Group products,
or via procurement and innovation led cost
opportunities. It is this track record of
improvement, coupled with a disciplined
approach to valuation, that ensures we preserve
our strong returns and maintain Group ROIC
above our 20% target.
Q
Cash generation was particularly strong
this year with a cash conversion of
109%. What are the key drivers of this?
AOB Volution has an asset light operating model,
with a low proportion of fixed costs and a
relatively modest capital investment requirement.
With our strong margins and good discipline
managing working capital, our cash generation
track record is very reliable. We have a target of
delivering over 90% cash conversion, and have
achieved this in all bar one year since listing.
FY25’s cash conversion of 109% was especially
strong, reflecting a working capital inflow of
£4.5 million, primarily as a result of inventory
optimisation. Whilst we would expect this to
revert to closer to the 90% target going forward,
we will continue to generate cash reliably
which is key to our M&A strategy and capex
for organic growth.
Q
How has the Group performed in
FY25 against its sustainability goals?
RG We set ourselves challenging targets when
it comes to sustainability, and as such it is really
pleasing to see that we have continued to move
forward. On an organic basis our low-carbon
revenue % now stands at 77.3% up 2.7pp on FY24,
whilst I am delighted with the improvements we
have made on introducing recycled plastics in the
Nordics, which combined with our close to 90%
levels in the UK means that the Group recycled
plastics usage was 83.9%, up 5.8pp versus
prior year.
Q
The Group’s geographic footprint
continues to expand. How is the
organisation changing to adapt to this?
RG With Volution now present in 17 countries,
and in three broadly similar revenue-sized
geographic regions, we must continue to evolve
and develop our leadership and capability. I was
excited to announce and progress our Regional
Leadership model during FY25 and look forward
to continuing to support the Managing Directors
and their teams in growing their respective
businesses (read more about this on pages 76
to 77). We have also continued to strengthen
management in key Group-level functions,
notably Technical and Procurement, both of
which are critical to driving our product offering
and initiatives across the Group.
Q
What are your top priorities for FY26?
RG Our strategic pillars, namely organic growth,
value-adding acquisitions and operational
excellence, all underpinned by our commitment
to sustainability, remain unchanged. Our
priorities, resourcing decisions and capital
allocation are all judged against this strategy
which we believe can continue to deliver clear
compounding growth for the long term.
In conversation with the CEO and CFO continued
Andy O’Brien
Chief Financial Officer
19 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Business Review
UK
£176.1 million
revenue
2025
£m
2024
£m
Change
%
Residential 115.2 105.0 9.7
Commercial 30.1 28.2 6.9
Export 15.7 12.1 29.4
OEM 15.1 15.5 (2.0)
Total revenue 176.1 160.8 9.5
Adjusted operating profit 45.9 40.2 14.1
Adjusted operating profit margin (%) 26.0% 25.0% 1.0pp
Reported operating profit 44.0 34.6 27.2
The UK delivered strong organic revenue growth
over the prior year. UK revenues increased from
£160.8 million to £176.1 million, a 9.5% increase.
The standout performance was residential
ventilation activity which accounts for c.65%
of UK revenue. Given our end markets were
generally challenging, with commercial and
OEM activity quite weak, overall organic revenue
growth of 9.5% was a good achievement.
Adjusted operating profit increased from
£40.2 million to £45.9 million with a significant
increase in the adjusted operating profit margin
at 26.0% up 100bps from 25.0% in the prior
year. Our gross margins expanded through a
combination of favourable product mix, initiatives
to reduce product cost and increased utilisation
of our Reading, Crawley and Dudley factories.
Indirect costs were tightly controlled, although
there were higher than usual bonus payments
made to the teams that contributed to the 9.7%
revenue growth in the residential market.
To support our growth, we have continued
to invest in our facilities. During the year we
prepared the groundwork for expansion of our
Reading site injection moulding and extrusion
capability and leased additional factory buildings
in Dudley, West Midlands, both aimed at future
proofing our capacity headroom. In Reading we
invested in larger injection moulding machines
and new ‘multi-cavity’ tools which will both
increase our output capacity and reduce our unit
labour costs.
Our focus on operational excellence, material
value engineering and cost down initiatives,
enabled us to mitigate labour-related cost
headwinds. In spite of a significant increase
in employee national insurance and wage
inflationary impacts, we were able to enhance
our margins by 100bps in the year.
Residential
Sales in our residential market sector were
£115.2 million (2024: £105.0 million), representing
organic revenue growth of 9.7%, and building on
last year’s strong organic growth.
With leading brands across our UK business, each
with slightly different attributes and end market
application focus, we were able to deliver another
strong year of growth. Regulations were most
supportive in the new construction arena, despite
the overall reduction in new build construction
activity in the year.
9.5%
revenue growth
£45.9 million
adjusted operating profit
1. New build
2. RMI
42%
58%
1
2
1. Commercial
2. Residential
1
2
23%
77%
20 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Business Review continued
For refurbishment activities, volume activity
was solid, and we continued to benefit from the
move towards low-carbon, more silent and more
aesthetic solutions. Refurbishment activity is
seasonal, with mould and condensation issues
most acute in the winter months. This year’s
milder and generally drier winter we believe led
to lower than anticipated levels of activity.
Our focus in this sector continues to build on
servicing our key retail and trade distribution
partners with the most compelling product
portfolio underpinned by excellent customer
service. These relationships are cemented by
ensuring we are fully supporting our customers’
growth initiatives. With substantial UK residential
ventilation distribution coverage, across three
leading brands, we continue to be well placed
to support our customers.
New product solutions were added to our private
residential refurbishment offering, and we are
helping drive a move away from intermittent
ventilation to continuous run solutions, a trend
we have already witnessed in the social housing
refurbishment and new build residential markets.
Social housing refurbishment demand continues
to be robust and is still in a catch-up phase. The
already mentioned milder and drier winter 24/25
is likely to have resulted in fewer mould and
condensation issues than in previous years.
However, significant underlying issues still exist
and will need to be addressed. Our leading
continuous ventilation solutions have been
proven successful in helping remedy the issues,
and we expect strong demand for future years.
Social housing landlords are increasingly focusing
on fuel poverty and comfort-related issues in their
dwelling stock and are moving towards more
sophisticated ventilation solutions with improved
controls or heat recovery. Many housing
associations have targeted an achievement of
Energy Performance Certificate ‘C’ by 2030, and
this will drive demand for heat recovery products.
The standout performer in residential was the
new build sector. Despite house completion
levels being lower than the prior year, we saw
a further increase in demand for low-carbon
and continuous ventilation solutions linked
to the changes in Part F, L and O of the
building regulations.
We continued to invest in our facilities and
capabilities to support future growth. Increased
capacity in our Reading injection moulding and
ducting lines is underway; new tooling to support
the new product volume growth is either installed
or due to arrive in H126; and the additional factory
space at our Dudley facility will support the
assembly of higher volumes of mechanical
ventilation with heat recovery units.
During the year we built on our previous years’
success in winning new accounts, successfully
upgraded our heat recovery ranges to include a
cooling capability to deal with Part O (overheating
standard in the building regs) and designed a
more streamlined approach to manufacturing
increased volumes which will be finalised in early
2026. Customer service is key to success, and we
increased our buffer stocks of key product lines
to support demand. Whilst new build completion
volumes remained low, the UK has a significant
shortage of new build energy efficient housing,
and we are fully prepared should government
policy and a lower interest rate environment
support higher volumes in the years ahead.
Commercial
Sales in our commercial sector increased 6.9%
to £30.1 million (2024: £28.2 million). Revenue
declined in the first half of the year and was then
followed by strong growth in the second half.
Our ambition is to further enhance our position
in the UK commercial ventilation market. Key
personnel changes in the prior year delivered a
strong second half-year performance, and we will
continue to strengthen the team in the coming
months. The investment in an enlarged factory
floor area in Dudley in the first half of FY26 will
provide us with the headroom to grow.
Notable successes in the year were the return to
growth of our Breathing Buildings brand focusing
on the natural and hybrid ventilation market with
most project demand coming from the education
sector. In the last three years we have successfully
upgraded the product ranges in this area and
have identified an opportunity to win share in the
growing hybrid heat recovery space. There are
further extensions necessary to the product range,
however we believe the market dynamics are
favourable for us to further develop this area.
Our fan coil revenues developed well in the year.
Product enhancements were made to the range,
and the production facility in West Molesey is well
equipped to support further revenue growth.
Overall, our plan to enhance our commercial
revenue streams made good progress in the
year, and the additional energy and focus from
the leadership team positions us well to build
on this in the new year.
Export
Sales in our UK export sector were £15.7 million
(2024: £12.1 million), an organic revenue growth
rate of 29.4%. The most notable successes in the
year were both our residential and commercial
ventilation solutions sold in the Irish market. We
saw strong demand for heat recovery ventilation
solutions in residential new build, and fan coils for
commercial applications performed excellently in
the year. We extended our residential systems
commercial agreement with our regional partner
and continue to work closely with them for
mutual success.
OEM
Third party Sales in our OEM sector were
£15.1 million (2024: £15.5 million), an organic
decline of just 2.0% following a disappointing
prior year.
We completed our streamlining project where
we will focus on a narrower but deeper range
of low-carbon motorised impeller solutions.
The site consolidation was finished in the first half
of the year, and we benefited from a significant
increase in inhouse demand for motorised
impellers linked to our overall UK organic growth.
The business is now well placed to develop in the
new financial year, and we are working on several
external revenue development opportunities.
21 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Strategy in Action
Read more about our strategy
on pages 10 to 11
Organic growth
Investing in
Capacity
Regulations driving growth
The current version of Part F (approved
Document F: Ventilation in England)
– which covers domestic and non-
domestic ventilation – was published in
2021 and came into force on 15 June
2022. Wales followed shortly after on
23 November of the same year. That
means Volume 1 (dwellings) and
Volume 2 (non-dwellings) became the
operative statutory guidance under the
Building Regulations from that date.
However, a transition is allowed and projects that
had already been submitted with a building or
initial notice before 15 June 2022 could continue
under the previous regulations, provided works
commenced before 15 June 2023.
Even though the document was first published in
2021, the transitional arrangements, and the
period of time between planning and when we
supply our products means that the adoption
cycle occurs over an extended timeframe, and in
FY25 we have just started to see the transition
where most projects are now to the 2022
regulations.
The changes were introduced in parallel to
changes in Part L (approved Document L:
Conservation of Fuel and Power) which was
designed to reduce the carbon emissions from
buildings. These changes mean increased air
tightness and improved building fabric. These led
to higher ventilation rates in Part F and supported
the adoption of more energy efficient ventilation
solutions.
Additionally, a new Building Regulation was
released, Part O (approved Document O:
Overheating). This was introduced due to
increased risk of overheating in summer. This has
led to higher rates of ventilation being required
along with an increase in active cooling products
which include thermodynamic cooling.
22 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Future Homes
Standard 2025
In 2025, the next version of the Future
Homes Standard will be published,
aiming to transform new home-
building in the UK by:
• cutting carbon emissions by 75–80%
compared with current Building Regulations;
• delivering ‘zero carbon-ready’ homes using
low-carbon heating (e.g. heat pumps) and
high-quality fabric, eliminating the need for future
retrofitting once the grid is decarbonised; and
• driving high-efficiency building fabric – better
insulation, airtightness, low U-values and
improved ventilation – to minimise heat loss.
This builds on the June 2022 uplift, which
delivered a 31% carbon reduction.
The new regulations will further promote
solutions such as our dMEV. MEV and MVHR
systems which provide continuous, efficient
ventilation and improving health outcomes in
more airtight homes.
How are we
responding
to change
As buildings under older regulations have
been completed and the transition to updated
standards continues, we’ve gradually shifted our
product mix.
In FY25, fewer new build customers were using
low-cost intermittent extract fans, with more
adopting dMEV, MEV and MVHR solutions.
We also saw growth in Part O compliance
product sales – both higher-rate extract fans, and
cooling systems such as the Econiq Cool Flow
introduced last year. These systems drive
increased airflow, requiring larger duct profiles.
Together, these trends are generating higher
revenues for Volution, helping customers cut carbon
emissions and meet new building regulations. This
mix improvement is driving revenue growth,
independent of overall completions.
Investing
for growth
To ensure that we continue to deliver excellent
customer service as our demand grows, we have
been investing to increase our capacity in our
Reading facility. FY25 investment included:
Injection moulding:
• 5 new machines (1 x 800T, 2 x 668T, 1 x 180T,
1 x 128T)
• Large overhead crane for tool handling
• Robotics and conveyor systems
• 30 multi-impression tools to boost output
and reduce risk
Extrusion:
• 1 new large extruder
• 2 high-speed tooling systems for large
duct profiles
Systems:
• Live manufacturing monitoring
• Real-time production reporting
• Breakdown and alarm alerts
We have invested in
new injection moulding,
extrusion lines and monitoring
systems in Reading.
40%
increase in capacity
31%
carbon reduction
Econiq
Cool Flow
23 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Business Review continued
Continental Europe
£136.6 million
revenue
2025
£m
2024
£m
Change
%
Organic
change
(cc) %
Central Europe 90.6 87.0 4.2 6.0
Nordics 46.0 47.4 (2.9) (2.3)
Total Continental Europe revenue 136.6 134.4 1.7 3.1
Adjusted operating profit 32.9 32.1 2.5
Adjusted operating profit margin (%) 24.1% 23.9% 0.2pp
Reported operating profit 27.3 29.1 (6.5)
Our Continental Europe revenues increased from
£134.4 million to £136.6 million, growing 3.1% at
cc. Adjusted operating profit was up 2.5% at
£32.9 million versus a prior year of £32.1 million.
The adjusted operating profit margin increased
in the year by 20bps to 24.1% (2024: 23.9%).
Central Europe
Sales in the Central Europe region grew 6.0% at
cc to £90.6 million compared with the prior year
of £87.0 million.
Revenue in Central Europe was a similar mixed
picture to the previous year, with ClimaRad
revenue growth and Energy Recovery Industries
(ERI) the notable successes.
ClimaRad continued to grow strongly in the year.
In December 2024 we completed the pre-agreed
buy-out of the remaining 24.35% of ClimaRad’s
shares. The changeover from private ownership
to full Volution ownership has been smooth. Koen
Groenewold, promoted to Managing Director
ClimaRad in January 2024, has been promoted
to lead one half of our European regional model.
The ClimaRad management team is largely the
same as at the time of the acquisition in 2020, and
we are continuing to invest to further develop the
product portfolio for the future. The Netherlands
has been proactively supporting the agenda
for refurbishing existing residential dwellings,
through government legislation, and we see a
good opportunity to grow our revenue in this
market. In May 2025 the Board had its annual
overseas site visit at our Bosnian manufacturing
facilities for ClimaRad based in Sarajevo. We have
continued to invest in the facility to support
the revenue growth and underpin operating
profit margins.
In Germany our revenue performance was
similar to the prior year with a slightly better
performance towards the end of FY25. The new
build market for ventilation in Germany has been
depressed for a couple of years now, and we
have been focusing on introducing new and
upgraded solutions to target market share which
has reduced over the recent years. Our Taris fan
and improved sound insulation cover gained
traction in the year, however there is further
scope for gains in the period ahead. Good cost
control maintained gross and operating profit
margins, and we made additional investments in
our own external sales personnel to help assist
the future revenue growth.
In Belgium we made good progress with the new
Econiq family of heat recovery. Following on from
earlier delays to the original launch of the product
in 2023, we are now seeing good levels of new
project orders and are optimistic of a recovery
in new house construction in the new year.
3.1%
revenue growth at cc
£32.9 million
adjusted operating profit
1. New build
2. RMI
1
2
36%
64%
1. Commercial
2. Residential
1
2
30%
70%
24 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Business Review continued
We made good progress in France with a
particular focus on utilising the product portfolio
from across the Group. Good revenue growth
was achieved in the distribution route to market
resulting in a substantial uplift in operating profit
margins. The local leadership team have been
investing in greater sales power, and we have
some exciting new product developments
planned for 2026. Since acquiring VMI in 2023
the gross margin in France has increased by 10%
due to the benefit of Group value engineering
and sourcing support.
ERI had another year of good organic growth.
Since acquiring ERI in 2021 we have invested in
new product ranges, additional manufacturing
equipment and during 2025 we purchased some
adjacent land and buildings designed to support
the doubling of our future production capacity.
In the first half of 2026 we will refurbish the
acquired buildings, and this will provide us with the
footprint to further grow revenues. Our ambition is
to develop ERI into one of the leading ventilation
heat exchanger producers in Europe, and our mix
of investment in automation combined with a
low-cost labour location is a strong recipe for cost
competitiveness and success.
Our activities in Slovenia were disappointing in
the year, particularly in the market for residential
heat recovery refurbishment. We have utilised
some strong product solutions from inside the
Group to support our margins, and revenue
has stabilised.
Nordics
Sales in the Nordics region were £46.0 million
(2024: £47.4 million), an organic revenue decline
of 2.3% at cc compared with the previous year.
The Nordic market stabilised in the year with
revenues declining 1.2% in the second half of the
year following a decline of 3.2% in the first half.
The team delivered well on product cost initiatives
and efficiency projects such that despite the
revenue decline, profit was slightly up.
Sweden’s housing market began to stabilise after
a significant downturn, but new construction
remained subdued due to high material costs
and a low number of building permits.
We continued to benefit from a strong position in
the Swedish residential refurbishment market and
have embarked on a new development project to
improve our leading range of ventilation devices.
The new product will be available for launch in
the spring of 2026 and is particularly aimed at the
Nordics but will also work well in some of our
other European markets.
We exited the year in stronger shape in the
Nordics with the new build project order book
much stronger following the addition of some
larger project order wins delivered in Q4 2025.
Refurbishment revenue in the Nordics has been
more positive with Sweden performing well,
offset by some market weakness in Norway.
New build activity in Denmark and Finland
was subdued, but there are early signs of greater
project activity since the year end. To support
our development in the new build market we
made a significant investment in new metal
working equipment in Sweden, and this will be
commissioned and operable in the first half
of 2026. This new investment will help us to
support revenue growth and expand margins
in this sector.
25 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Operational
excellence
Investing in
efficiency
Internalising production in the Nordics
VoltAir supplies air handling units
across the Nordic market and the UK.
Under our new regional structure it is
exploring opportunities to expand sales
within the broader regional group.
While VoltAir remains a relatively
small player in the Nordic market, it
competes with a number of larger
companies operating in both the
residential and commercial segments.
The commercial air handling market—especially
systems incorporating heat recovery—represents
the greatest growth potential in the Nordic region.
This is driven by VoltAir’s currently modest market
share, combined with strong regulatory incentives
promoting high-efficiency solutions. These market
dynamics create opportunities not only in new
build but also in the refurbishment of the aging
installed base.
Strategy in Action
A strategic review was recently conducted as a
follow-up to an initiative launched four years ago:
Eurovent certification. That certification process
was completed in spring 2023. Since then, the
Eurovent certified range has grown by more than
30% over two years, providing valuable insights
into our competitive strengths and weaknesses.
Through this review, we identified two key areas
where we lacked a competitive edge: product cost
and the absence of integrated heat pumps. To
address these challenges, we are now developing
heat pumps in collaboration with our sister company,
Pamon in Finland. In parallel, we are transitioning
our heat cell supply to our Group partner, ERI, to
enhance efficiency and reduce costs.
However, VoltAir’s base units are constructed with
aluminium frames and sheet metal panels—the
panels being the single largest cost component
of the unit. Until now, these panels have been
sourced externally due to the absence of in-house
manufacturing capabilities. As the product range
has expanded, it has become cost-effective to
bring production in-house. This move reduces
costs, enhances supply chain resilience, increases
flexibility, and improves stock management.
To support this, we’ve invested in machinery for
cutting, punching, and bending metal. This not
only enables us to produce panels internally but
also opens up opportunities to manufacture other
metal components at lower cost.
The investment includes:
• Prima Power SG1530 machine
for cutting and punching
• CIDAN Forma Z bending machines
£1.1 million
Total investment
26 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information
Read more about our strategy
on pages 10 to 11

The investment includes:
• Amada ENIS-3015 AJ laser cutter
• ASII3015 EU automated raw-material
and finished part storage tower
• Hot melt glue applicator
• CNC cutting saw
• Rotary welding tables
£1.2 million
Total investment
Rotary heat recovery cell
production improvements
ERI designs and manufactures a
range of innovative and highly
efficient air-to-air heat recovery
devices for use in industrial,
commercial and residential heat
recovery ventilation systems.
Products are manufactured in ERI’s
modern, high-quality production
facility in Bitola, North Macedonia,
and are supplied to heat recovery
and air handling unit manufacturers
around the world.
In FY25, with continued focus on decarbonisation
of buildings across the world, our sales of heat
exchangers continued to grow. Within our range of
heat cells, the rotary cells category grew more than
30%, with growth expected to continue to increase.
Originally ERI traded rotary cells from third party
suppliers to provide a full product range
proposition, but in 2019 started to internalise
production to increase competitiveness.
In the years since, ERI have been growing the
category further. However, up until FY25,
manufacturing involved manual processes such
as manually feeding sheet metal into laser cutters.
With continued growth, the next stage of
production efficiency was to invest in new laser
cutting and feeding machinery to enable faster,
more automated and efficient working.
The new fibre-laser cutting machinery with sliding
shutter tables and automated material feed, allows
continuous workflow and ‘lights out’ operation.
This provides versatile processing from light gauge
to thick plate material without manual setup and
changes, resulting in increased output and
minimising manual handling.
In addition, upon completion of the investment,
we will have the capability to produce heat cells
up to 6 metres in diameter, expanding the range
of solutions available to our customers. This
investment increases our production flexibility,
enabling faster turnaround times and optimised
costs. It enhances our competitiveness and
strengthens our ability to serve our customers
across all their heat recovery cell needs.
Rotary heat exchanger
fabricated in Bitola
>30%
rotary cell
growth in FY25
27 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Business Review continued
Australasia
£106.4 million
revenue
Sales in our Australasia region were
£106.4 million, with organic growth of 0.6% at cc.
The region benefited from the acquisition of
Fantech from December 2024 with inorganic
growth of 107.2%. Adjusted operating profit
increased by 83.5% to £21.9 million from
£11.9 million. Adjusted operating profit margins
were down by 210bps to 20.6% versus 22.7% in
the prior year, the dilution relating to the lower
margin contribution from the newly acquired
Fantech business. Reported operating
profit declined by 1.5% to £11.0 million
(2024: £11.1 million) due to acquisition related
non-underlying costs.
The integration of Fantech is going well.
We are delighted to welcome our new colleagues
to Volution, and the integration continues to
progress as planned, in large part due to the
similar cultures of the respective companies.
Fantech has for a long time been the leading
ventilation company in Australia and coupled with
our strong residential leadership position in New
Zealand, the combination provides a formidable
platform. Anthony Lamaro, an existing leader
within the Fantech business, with over 19 years
of service, has been appointed to the role
of Regional Managing Director, Australasia.
By delivering an improvement in the Fantech
operating profit margins since acquisition,
coupled with a step-up in both the local and
wider group organic operating profit margin,
the region has delivered an above 20% adjusted
operating profit margin in the year.
Our Australasian revenues are now broadly
similar, weighted between commercial and
residential applications, and this has moved
considerably since the acquisition. Volution now
has a more balanced portfolio when compared
with our predominantly residentially focused
business prior to the transaction.
In New Zealand the market has continued to be
challenging following a similar trajectory in the
first half of the year as in 2024. Market confidence
has been low and whilst we have a significant
market share in New Zealand activity levels have
been weaker. In February this year Jared Dineen
started as the local leader for Simx and DVS in
New Zealand. Bringing considerable experience
from the electrical industry and replacing Ian
Borley, our long-serving regional leader who
retired in 2025, we are delighted with the
progress Jared has made. In DVS we have
made excellent progress with enhancing product
gross margins through value engineering and
procurement initiatives. Despite the revenue
decline in DVS, we were able to substantially
increase profitability.
107.8%
revenue growth at cc
£21.9 million
adjusted operating profit
1. New build
2. RMI
1
2
34%
66%
1. Commercial
2. Residential
1
2
42%
58%
2025
£m
2024
£m
Change
%
Organic
change
(cc) %
Residential 62.1 49.3 26.0 1.3
Commercial 44.3 3.1 1,306.9 (11.2)
Total Australasia revenue 106.4 52.4 102.8 0.6
Adjusted operating profit 21.9 11.9 83.5
Adjusted operating profit margin (%) 20.6% 22.7% (2.1)pp
Reported operating profit 11.0 11.1 (1.5)
28 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Business Review continued
In Australia market conditions are more favourable
than in New Zealand. We had another year of
good progress with our ranges of ceiling fans in
our Ventair brand and the Fantech acquisition
performed as anticipated with slightly improved
operating profit margins.
With our enlarged position and scale in the
Australasian market and representing a larger
proportion of our Group revenues, we have
introduced a residential/commercial split of
revenues. Residential revenues grew organically by
1.3%, and our much smaller organic commercial
proportion had an organic decline of 11.2%.
Our residential position in the market
encompasses a wider-reaching range of
solutions. From the direct install to consumer
model in New Zealand with our DVS brand,
coupled with a leadership position in both
Australia and New Zealand through our
distribution channels, we have identified
opportunities to utilise our market reach and
further enhance our product offer by utilising the
wider Group product portfolio. Whilst still
underdeveloped compared with the European
market we expect to follow a similar regulatory
trajectory with continuous ventilation becoming
more commonplace in residential refurbishment
and mechanical ventilation with heat recovery
being specified in new build applications.
Our commercial ventilation offer is one of the
most comprehensive available in both the
Australian and New Zealand market. Extensive
logistics coverage with physical distribution
locations nationally across both countries
enables us to provide unrivalled product delivery
turnaround and local technical support. We see
significant opportunities to further gain market
share utilising a combination of leading brands,
products and locations. In April 2024 Safe Work
Australia replaced the previous Workplace
Exposure Standards (WES) with new Workspace
Exposure Limits (WEL), officially adopted into
policy in 2024, although not legally enforceable
until 1 December 2026. These more onerous
requirements will increase demand for
commercial workplace ventilation, and we are
already engaged with several new opportunities
which will require more comprehensive and
increased value solutions. As with our residential
offer there are opportunities to enhance our
commercial market reach by utilising products
that are available within the Group and made
available through our newly acquired brands and
additional locations. The newly acquired business
provides customers with a comprehensive
applications selection tool. The ‘fan selector
programme’ is one of the most advanced
selection tools available in the market and is
the go-to solution for M&E contractors and
consultants in the market.
Across the region we have developed many
new initiatives to enhance our position in 2026.
A mixture of cost down initiatives and new
product launches positions us well to capitalise
on our enhanced platform and support our goal
to further enhance gross and operating profit
margins of the acquired activities.
29 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Strategy in Action
Investing in
Value-adding
acquisitions
On 29 November 2024, Volution
strategically moved to broaden
its impact and scale in delivering
healthy, energy efficient indoor
environments by agreeing to
acquire Fantech, Australasia’s
premier provider of ventilation
solutions. Valued at AUD$281 million
(debt-free, cash-free), this deal
marks Volution’s largest acquisition
to date and extends its footprint
significantly in a market
demonstrating strong demand
for sustainable indoor air systems.
Fantech, which includes the Fantech, Fantech
Trade, Ideal Air Group, Systemaire and NCS
Acoustics brands, is a leading provider of both
commercial and residential ventilation in Australia
and New Zealand. Originally formed in 1973 as
Air & Noise Equipment and transitioning to the
Fantech brand in 1982, Fantech has been one of
the leading providers of ventilation equipment in
the region for over 50 years.
In 2021, the Company moved to a new 20,000m
2
purpose-built and future-proofed headquarters
in Melbourne, and today Fantech has 17 facilities
in a comprehensive network throughout Australia
and New Zealand. This includes its vertically
integrated Burra Steel business which provides
Fantech with most of its steel fabricated
components to help ensure quality, consistency
and reliable supply.
Fantech has become the industry leader
in ventilation and acoustic technology.
The company’s passion and commitment to
superior product quality and service has made
it Australia’s foremost ventilation business.
It’s also an Australasian success story in air
movement and ventilation, whose commitment
to technical excellence in hugely prestigious
projects has made it the go-to choice for
consulting engineers, contractors and end users.
At the heart of this philosophy is not just its
in-depth design and manufacturing capability –
it’s the company’s technical expertise, with the
knowledge, enthusiasm and drive of its people
behind every single product that it creates.
Acquisition of Fantech
Read more about our strategy
on pages 10 to 11
30 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sales channel enhancement
The acquisition has provided an enhanced
market position in the Australasian region
through Fantech’s highly recognised and
market leading brands extending the Group’s
reach into new end-market applications with
particular emphasis on the commercial sector.
In New Zealand, Fantech activities are primarily
focused on the commercial market, whereas
Volution’s existing Simx and DVS brands are
mainly residentially focused.
The acquisition has provided the Group with a
broad and diversified customer base with access
to both specification and distribution customers
across Australasia.
50-year
legacy of success
Sales initiatives
Integration efforts have proceeded swiftly
and smoothly. Sales leadership cohesion is being
established, and cross-selling opportunities are
being identified across product lines. We have
already launched a range of Group MVHR units,
plus our combined sales channels now provide
the ability to extend distribution within the header
box fan category. Including Fantech on a LTM
proforma basis the region’s contribution would
be over 30% of Volution Group’s total revenue.
Monash Heart Hospital,
Melbourne
What Fantech brings
Respected
suite of local brands
c.30%
of revenue
13
Australasian
locations
350+
employees
31 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Stakeholder Engagement
Delivering value for all
Employees Customers Suppliers
Why engagement matters
Employee engagement is critical to our long-term success.
Interaction between our employees and customers is also
one of the main ways of experiencing our brands. We work
to create a diverse and inclusive workplace where every
employee can reach their full potential. This ensures we
can retain and develop the best talent.
Understanding our customers’ needs and behaviours allows
us to deliver relevant products and services, retain customers
and attract new ones and improve product performance.
It also highlights opportunities for innovation of sustainable
products and challenges to be met.
Our suppliers make a vital contribution to our performance.
Engaging with our supply chain means that we can ensure
security of supply and speed to market. Carefully selected
high-quality suppliers ensure our brands deliver market
leading innovative products meeting our customer
expectations and requirements.
Continued access to capital is vital to the long-term success
of our business. We work to ensure that our investors and
investment analysts have a strong understanding of our
strategy, performance and ambition. As a Company with
shares listed on the London Stock Exchange, we must
provide fair, balanced and understandable information
about the business to enable informed investment decisions
to be made.
We do business responsibly. We value our brands and have
a reputation built on transparency and proven sustainability
expertise. We have strong environmental objectives and
targets, driven by our strategic pillars. We are committed
to human rights.
We aim to contribute positively to the communities and
environment in which we operate. We focus on supporting
communities and groups local to our operations. ESG
principles and responsible business provide the foundations
for sustainable growth.
National governments set the regulatory framework
within which we operate. We engage to ensure we can
help in shaping new policies, regulations and standards,
which assist in improving indoor air quality, and ensure
compliance with existing legislation.
We continually innovate to ensure our products become
more energy efficient in line with the sustainability policies
set out by most national governments.
We conduct business in accordance with the principles set
out in the Bribery Act 2010.
Why engagement matters
How does Volution engage?
• Employee Representative Forum.
• Employee Engagement Survey.
• Training and development.
• Individual performance reviews.
• Recognition and reward.
• Apprenticeships.
• Regular communications such as newsletters.
• Management of ongoing customer relationships.
• Customer events and product launches.
• Participation in industry forums and events.
• Brand websites and social media.
• Supplier audits and inspections.
• Ongoing supplier relationship meetings.
• Responsible, sustainable and ethical procurement.
• Engagement on our Code of Conduct and policies on
the prevention of anti-bribery and corruption, fraud and
modern slavery.
• Through our China–Britain Business Council sourcing
office in Hangzhou.
• Annual Report and Accounts.
• Annual General Meeting.
• Corporate website including dedicated investor section.
• Results presentations and post-results engagement with
major shareholders.
• Investor roadshows, site visits, face-to-face meetings
and addressing regular investor and analyst enquiries.
• Regulatory announcements.
• Signatories to the UN Global Compact and the CEO
Water Mandate.
• Community investment initiatives.
• Sponsorship and employee volunteering.
• Contributing to national initiatives in society such as
International Women’s Day and Global Recycling Day.
• A number of employee-led charitable initiatives during
the year.
• SBTi reporting.
• Participation in industry bodies and working groups,
in particular BEAMA, the UK trade association for
manufacturers and providers of energy infrastructure
technologies and systems.
• Engagement with tax authorities.
• Responding to industry and government consultations.
• Conferences and speaking opportunities.
• Effective and clear policies against bribery and
supporting the elimination of modern slavery with training
for staff and business partners.
How does Volution engage?
Board engagement
• Employee Representative Forum attended by Celia Baxter,
designated Non-Executive Director for workforce
engagement.
• Review of Employee Engagement Survey results and
Group-wide Action Plans.
• Oversight of employee remuneration and gender pay gap data.
• Monthly health and safety reports.
• Annual Report and Accounts.
• New product development reports.
• CEO Board report updates the Board on material
customer matters.
• CEO Board report updates the Board on material supplier
matters and progress on ethical and sustainable supply.
• Supplier audit reviews are presented to and discussed by
the Audit Committee as part of its work in connection
with the Group Modern Slavery Policy and Statement.
• Through regular shareholder feedback to the Board
by the CEO and CFO.
• The CEO and CFO (and Chairman if appropriate) hold
meetings with shareholders as part of the investor
roadshows and ad hoc meetings as appropriate.
• The Chair of the Remuneration Committee engages with
shareholders on Remuneration Policy and practice.
• The Board reviews the voting of shareholders.
• Broker and Investor Feedback Reports to the Board
• Active engagement with the Group’s ESG matters
and sustainability strategy.
• Amanda Mellor, Non-Executive Director, has been
appointed as the Board’s representative to attend
and report back on the Management Sustainability
Committee’s decisions and actions.
• The Board receives regular updates on sustainability
including in relation to the development of sustainable
new products and progress against sustainability targets.
• The Board provides direction in support of the UN Global
Compact’s principles, and policies relating to modern
slavery, anti-bribery and fraud.
Board engagement
32 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Stakeholder Engagement continued
Shareholders Communities and
environment
Government/industry
bodies
Why engagement matters
Employee engagement is critical to our long-term success.
Interaction between our employees and customers is also
one of the main ways of experiencing our brands. We work
to create a diverse and inclusive workplace where every
employee can reach their full potential. This ensures we
can retain and develop the best talent.
Understanding our customers’ needs and behaviours allows
us to deliver relevant products and services, retain customers
and attract new ones and improve product performance.
It also highlights opportunities for innovation of sustainable
products and challenges to be met.
Our suppliers make a vital contribution to our performance.
Engaging with our supply chain means that we can ensure
security of supply and speed to market. Carefully selected
high-quality suppliers ensure our brands deliver market
leading innovative products meeting our customer
expectations and requirements.
Continued access to capital is vital to the long-term success
of our business. We work to ensure that our investors and
investment analysts have a strong understanding of our
strategy, performance and ambition. As a Company with
shares listed on the London Stock Exchange, we must
provide fair, balanced and understandable information
about the business to enable informed investment decisions
to be made.
We do business responsibly. We value our brands and have
a reputation built on transparency and proven sustainability
expertise. We have strong environmental objectives and
targets, driven by our strategic pillars. We are committed
to human rights.
We aim to contribute positively to the communities and
environment in which we operate. We focus on supporting
communities and groups local to our operations. ESG
principles and responsible business provide the foundations
for sustainable growth.
National governments set the regulatory framework
within which we operate. We engage to ensure we can
help in shaping new policies, regulations and standards,
which assist in improving indoor air quality, and ensure
compliance with existing legislation.
We continually innovate to ensure our products become
more energy efficient in line with the sustainability policies
set out by most national governments.
We conduct business in accordance with the principles set
out in the Bribery Act 2010.
Why engagement matters
How does Volution engage?
• Employee Representative Forum.
• Employee Engagement Survey.
• Training and development.
• Individual performance reviews.
• Recognition and reward.
• Apprenticeships.
• Regular communications such as newsletters.
• Management of ongoing customer relationships.
• Customer events and product launches.
• Participation in industry forums and events.
• Brand websites and social media.
• Supplier audits and inspections.
• Ongoing supplier relationship meetings.
• Responsible, sustainable and ethical procurement.
• Engagement on our Code of Conduct and policies on
the prevention of anti-bribery and corruption, fraud and
modern slavery.
• Through our China–Britain Business Council sourcing
office in Hangzhou.
• Annual Report and Accounts.
• Annual General Meeting.
• Corporate website including dedicated investor section.
• Results presentations and post-results engagement with
major shareholders.
• Investor roadshows, site visits, face-to-face meetings
and addressing regular investor and analyst enquiries.
• Regulatory announcements.
• Signatories to the UN Global Compact and the CEO
Water Mandate.
• Community investment initiatives.
• Sponsorship and employee volunteering.
• Contributing to national initiatives in society such as
International Women’s Day and Global Recycling Day.
• A number of employee-led charitable initiatives during
the year.
• SBTi reporting.
• Participation in industry bodies and working groups,
in particular BEAMA, the UK trade association for
manufacturers and providers of energy infrastructure
technologies and systems.
• Engagement with tax authorities.
• Responding to industry and government consultations.
• Conferences and speaking opportunities.
• Effective and clear policies against bribery and
supporting the elimination of modern slavery with training
for staff and business partners.
How does Volution engage?
Board engagement
• Employee Representative Forum attended by Celia Baxter,
designated Non-Executive Director for workforce
engagement.
• Review of Employee Engagement Survey results and
Group-wide Action Plans.
• Oversight of employee remuneration and gender pay gap data.
• Monthly health and safety reports.
• Annual Report and Accounts.
• New product development reports.
• CEO Board report updates the Board on material
customer matters.
• CEO Board report updates the Board on material supplier
matters and progress on ethical and sustainable supply.
• Supplier audit reviews are presented to and discussed by
the Audit Committee as part of its work in connection
with the Group Modern Slavery Policy and Statement.
• Through regular shareholder feedback to the Board
by the CEO and CFO.
• The CEO and CFO (and Chairman if appropriate) hold
meetings with shareholders as part of the investor
roadshows and ad hoc meetings as appropriate.
• The Chair of the Remuneration Committee engages with
shareholders on Remuneration Policy and practice.
• The Board reviews the voting of shareholders.
• Broker and Investor Feedback Reports to the Board
• Active engagement with the Group’s ESG matters
and sustainability strategy.
• Amanda Mellor, Non-Executive Director, has been
appointed as the Board’s representative to attend
and report back on the Management Sustainability
Committee’s decisions and actions.
• The Board receives regular updates on sustainability
including in relation to the development of sustainable
new products and progress against sustainability targets.
• The Board provides direction in support of the UN Global
Compact’s principles, and policies relating to modern
slavery, anti-bribery and fraud.
Board engagement
33 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Businesses do not operate
in isolation. Without a good
understanding of who the key
stakeholders are and their needs,
a business will fail to deliver
sustainable value to shareholders
and other stakeholders.
Under s172 of the UK Companies Act, a director
of a company must act in the way they consider,
in good faith, would most likely promote the
success of the company for the benefit of its
shareholders. In doing this, the director must
have regard, amongst other matters, to the:
• likely consequences of any decisions in the
long term;
• interests of the company’s employees;
• need to foster the company’s business
relationships with suppliers, customers
and others;
• impact of the company’s operations on the
community and environment;
• company’s reputation for high standards
of business conduct; and
• need to act fairly as between members
of the company.
The Directors are focused on their duties under
s172 (1) of the Companies Act 2006 and consider
that they have acted in the way they consider, in
good faith, would promote the success of the
Company for the benefit of its members as a
whole, having regard to the stakeholders and
matters set out in s172 (1) (a–f) in the decisions
taken during the year ended 31 July 2025.
The Board considers its key stakeholders to be its
employees, customers, suppliers, shareholders,
the communities and environment in which we
operate and governments and industry bodies
in the countries in which we operate. The
Board takes into account the views of these
stakeholders in setting and implementing our
strategy and believes that good engagement is
key to the long-term success of Volution. We set
out on pages 32 to 33 how Volution and the
Board have engaged with key stakeholders.
Stakeholder considerations form part of the
Board’s discussions leading to decision-making,
and an example of how s172 factors have been
considered as part of the Board’s decision-
making process relating to the acquisition
of Fantech is set out on the page opposite.
Section 172 Statement
Board and Management Team visit to
Dudley Manufacturing Site, UK, September 2025
34 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Acquisition of Fantech
In alignment with Volution’s overarching
strategy for sustainable growth and purpose,
the Board completed the acquisition of the
Fantech group of companies, based in
Australasia, during the year. Throughout
the decision-making process, the Board
undertook a thorough evaluation of the
long-term consequences of the acquisition
on all stakeholders, including employees,
customers, suppliers, shareholders, and the
communities in which both Volution and
Fantech operate.
Key considerations included the prospects
for enhancing customer offerings through
expanded product ranges and innovation,
the potential for forging stronger supplier
relationships across the region, and the
impact on employees and their development
opportunities. The Board also carefully
assessed the financial synergies and strategic
benefits that the integration of Fantech
would bring to the enlarged Group, as well
as the environmental responsibilities and
sustainability practices of both companies.
The anticipated benefits to shareholders and
wider stakeholders were carefully reviewed,
ensuring that the acquisition would support
the Group’s long-term growth ambitions
and deliver meaningful value to all parties
involved. Further details regarding this
acquisition and its implications for different
stakeholder groups can be found in the
CEO’s Review on pages 14 to 17.
Section 172 Statement continued
Key decision
Read more about our Fantech
acquisition on pages 30 to 31
35 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Financial Review
A year of strong performance
Excellent cash
generation continues
to support our
growth model
Andy O’Brien
Chief Financial Officer
Overview
I am pleased to report another year of strong financial
performance for the Group. We performed well against our
financial key performance indicators (see pages 40–43) with strong
total revenue and constant currency (cc) organic revenue growth,
continued high margins and returns and excellent cash generation.
FY25’s strong performance continues the Group’s track record
of delivering long-term compounding growth and returns for our
shareholders. Compound annual growth in revenue, adjusted
operating profit and adjusted basic earnings per share now stand
at respectively 12.0%, 12.1% and 12.8% across our 11 years
since listing.
Financial results
Group revenue grew 20.6% to £419.1 million (2024: £347.6 million),
with organic growth at cc of 5.7% and a 16.2% contribution from the
acquisition of Fantech, partly offset by an adverse 1.3% impact from
movements in foreign exchange. All three regions grew revenue
organically (cc), with UK up 9.5%, Continental Europe up 3.1% cc
and Australasia up 0.6% cc. Further information on the performance
and market drivers per region is given in the business reviews
(pages 20 to 31).
Gross margins decreased by 220bps to 49.1%, due primarily to
a £7.1 million non-underlying acquisition fair value inventory
adjustment (see next page). Excluding this non underlying item,
gross margins were 50.8% (2024: 51.3%) with an organic
improvement of 60bps offset by a dilutive impact from Fantech.
Procurement initiatives, value engineering and a modest level
of price increase all contributed to the organic improvement.
Administration and distribution costs, shown in the table on page 37,
increased by £18.9 million, £15.1 million attributable to Fantech, with
costs excluding Fantech up £3.8 million or 3.8% on the prior year.
Adjusted operating profit grew by 19.7% to £93.4 million
(2024: £78.0 million) with adjusted operating margins of 22.3%,
down from 22.5% in the prior year. The small reduction in adjusted
operating margin was due to the dilution from the acquisition of
Fantech, with organic margins (excluding Fantech) up 50bps versus
the prior year. Reported operating profit declined by 4.5% to
£67.3 million (2024: £70.4 million) due to acquisition related
non-underlying costs.
36 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Financial Review continued
Adjusted net finance costs of £9.1 million were up 40.4% compared
with prior year (2024: £6.4 million) due to the increase in debt
relating to the initial AUD $221 million (£107.4 million, net of cash
acquired) consideration for Fantech, plus £30.4 million for the
purchase of the final 24.35% of ClimaRad. The weighted average
interest rates on gross debt in the year was 5.8% (2024: 6.8%).
Adjusted profit before tax was £83.9 million, up 18.7% versus prior
year (2024: £70.7 million). Adjusted basic earnings per share grew
by 18.2% to 33.1 pence (2024: 28.0 pence). Acquisition-related
non-underlying costs (see below) meant that reported profit before
tax was £54.5 million, down 3.7% (2024: £56.6 million). Reported
basic earnings per share was 21.0 pence (2024: 21.6 pence).
Reported and adjusted results
The Group uses some Alternative Performance Measures to track
and assess the underlying performance of the business, as set
out in note 2 of the consolidated financial statements on page 146.
The adjustments relate substantially to acquisitions and are
as follows:
• Amortisation of acquired inventory fair value adjustment
£7.1 million (2025: £nil) in respect of Fantech.
• Amortisation of intangible assets acquired through business
combinations £11.3 million (2024: £9.3 million), mainly due to
the new intangible assets relating to Fantech.
• Costs of business combinations £3.1 million (2024: £0.2 million),
up £2.9 million principally due to diligence and legal work
relating to the acquisition of Fantech.
• Re-measurement of financial liabilities of £0.5 million
(2024: £0.9 million) relating to ClimaRad.
• Fair value movements in contingent consideration of £4.7 million
(2024: £1.9 million) relating to DVS (£2.6 million), ClimaRad
(£2.0 million) and ERI (£0.1 million) where final trading
performance within the earn-out periods was overall stronger
than expected, resulting in a net increase in the final contingent
consideration payable.
• Unwinding of discounting on future consideration of £3.2 million
(2024: £6.6 million) of which £2.0 million related to ClimaRad,
£0.4 million to ERI and £0.8 million to Fantech.
Year ended 31 July 2025 Year ended 31 July 2024
Reported
£m
Adjustments
£m
Adjusted
results
£m
Reported
£m
Adjustments
£m
Adjusted
results
£m
Revenue 419.1 — 419.1 347.6 — 347.6
Gross profit 205.6 7.1 212.7 178.3 — 178.3
Administration and distribution costs
excluding the costs listed below (119.2) — (119.2) (100.3) — (100.3)
Amortisation of intangible assets acquired
through business combinations (11.3) 11.3 — (9.3) 9.3 —
Fair value movement in contingent consideration (4.7) 4.7 — 1.9 (1.9) —
Costs of business combinations (3.1) 3.1 — (0.2) 0.2 —
Operating profit 67.3 26.2 93.4 70.4 7.6 78.0
Re-measurement of financial liabilities (0.5) — (0.5) (0.9) — (0.9)
Unwinding of discounting on future consideration (3.2) 3.2 — (6.6) 6.6 —
Net gain on financial instruments at fair value — — — 0.1 (0.1) —
Other net finance costs (9.1) — (9.1) (6.4) — (6.4)
Profit before tax 54.5 29.4 83.9 56.6 14.1 70.7
Income tax (13.0) (5.3) (18.3) (13.8) (1.6) (15.4)
Profit after tax 41.5 24.1 65.6 42.8 12.5 55.3
Currency impacts
Aside from Sterling, the Group’s key trading currencies for our
non-UK businesses are the Euro, representing approximately 23%
of Group revenues, Australian Dollar (18%), New Zealand Dollar (8%)
and Swedish Krona (7%). We do not hedge the translational
exchange impact arising from the conversion of the results of
overseas subsidiaries, although we do denominate some of our
borrowings in our non-Sterling trading currencies, which offsets
some of the translation risk relating to net assets.
In FY25 we experienced a significant currency headwind of
£4.5 million at a revenue level with a £0.7 million impact to adjusted
operating profit. All of our principal non-Sterling currencies weakened
relative to Sterling in the year, as shown in the below table.
Average rate
2025
Average rate
2024 Movement
Euro 1.19 1.17 (1.8)%
Swedish Krona 13.37 13.40 0.3%
New Zealand Dollar 2.21 2.08 (5.8)%
Australian Dollar 2.01 1.92 (4.6)%
The Group had non-Sterling denominated borrowings as at
31 July 2025 of £144.7 million (2024: £49.8 million) of which:
• Euro: £66.0 million
• AUD$: £63.2 million
• SEK: £15.5 million
The Sterling value of these foreign currency denominated loans
decreased by £3.2 million because of exchange rate movements
(2024: decreased by £1.1 million).
37 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Financial Review continued
Transactional foreign exchange exposures arise principally from our
US Dollar denominated purchases of materials from our suppliers in
the Far East. We aim to purchase a substantial proportion of our
expected requirements approximately 12 months forward, and as
such, we have forward currency contracts in place for approximately
80% of our forecast average forward requirements for the 2026
financial year.
Taxation
Our adjusted effective tax rate of 21.8% (2024: 21.8%) is in line with
last year. The acquisition of Fantech, with Australasian tax rates at
30%, had an adverse impact on our adjusted effective tax rate, this
was however, offset by reductions due to increased patent box
benefits in the UK and adjustments in respect of prior periods..
We expect our medium-term adjusted effective tax rate to be in
the range of 21% to 25% of the Group’s adjusted profit before tax,
depending on the business mix and the profile of acquisitions.
Our reported effective tax rate for the year was 23.8% (2024: 24.4%).
Excellent cash generation
Volution’s high operating margins and asset light business model and
operations drives a profile of strong cash generation. Underpinned by
a working capital inflow of £4.5 million in the year (2024: inflow of
£2.7 million), principally due to inventory optimisation, the Group
delivered a strong adjusted operating cash flow of £104.5 million
(2024: £85.8 million). Group cash conversion, defined as adjusted
operating cash flow as a percentage of adjusted earnings before
interest, tax and amortisation, was 109% (2024: 107%).
Capital expenditure of £8.4 million (2024: £7.1 million) included
£2.2 million relating to the ERI expansion programme, £1.6 million
relating to new product development and £1.1 million for Nordics
metal capability (see page 26).
A summary of the year’s cash flow is shown in the tables below, with
the principal outflows being in relation to business combinations
(£145.7 million including acquisitions, contingent consideration,
earn-outs and associated fees), tax paid (£20.1 million), dividends
(£19.0 million) and capital expenditure (£8.4 million).
Net debt at 31 July 2025 was £165.7 million (2024: £57.6 million),
and is set out in the table below. Leverage of net debt (excluding
lease liabilities) to adjusted EBITDA was 1.2x at 31 July 2025
(2024: 0.4x), which coupled with our reliable high levels of cash
conversion give us strong capability for future growth investment.
Value-adding acquisitions
Acquisition spend in the year net of cash acquired was £145.7 million
(2024: £13.4 million). We completed the acquisition of Fantech
(Australasia), for an initial consideration of AUD$221 million,
(£107.4 million, net of cash acquired), on a debt-free cash-free basis,
as well as purchasing the remaining 24.35% of ClimaRad
(£30.4 million).
A deferred consideration element of AUD$60 million is payable in
December 2025 in respect of the Fantech acquisition.
Movements in net debt position for the year ended 31 July
2025
£m
2024
£m
Opening net debt 1 August (57.6) (89.3)
Movements from continuing business
operations:
Adjusted EBITDA 106.3 89.0
Movement in working capital 4.5 2.7
Share-based payments 2.1 1.2
Capital expenditure (8.4) (7.1)
Adjusted operating cash flow: 104.5 85.8
• Interest paid net of interest received (7.6) (5.0)
• Income tax paid (20.1) (16.8)
• Dividend paid (19.0) (16.4)
• Purchase of own shares (2.3) (2.7)
• Issue costs of new borrowings (1.8) —
• IFRS 16 payment of lease principle (6.0) (5.7)
• IFRS 16 (increase)/decrease in lease liabilities (13.7) 5.1
Movements from business combinations:
• Cash flow relating to business
combination costs (3.1) (0.2)
• Business combination of subsidiaries,
net of cash acquired (107.4) (8.5)
• Acquisition of remaining 24.35% of ClimaRad
and repayment of vendor loan (30.4) —
• Payment of i-Vent Contingent consideration — (2.6)
• Payment of ERI Contingent consideration (4.6) (1.9)
• Business combination of subsidiaries,
debt repaid (0.2) (0.2)
• FX on foreign currency loans/cash 3.6 0.8
Closing net debt 31 July (165.7) ( 57.6)
Reconciliation of bank debt to net debt
2025
£m
2024
£m
Bank debt (144.7) (49.8)
Cash 18.7 18.2
Net debt (excluding lease liabilities) (126.0) (31.6)
Lease liabilities (39.7) (26.0)
Net debt (165.7) (57.6)
Reconciliation of reported to adjusted operating cash flow
2025
£m
2024
£m
Net cash flow from operating activities 85.0 75.7
Net capital expenditure (8.3) (6.9)
UK and overseas tax paid 20.1 16.8
Cash flow relating to business combination 3.1 0.2
Payment of ERI contingent consideration 4.6 —
Adjusted operating cash flow 104.5 85.8
Funding facilities and liquidity
As at 31 July 2025, the Group had in place a £230 million
multicurrency ‘Sustainability Linked Revolving Credit Facility’,
together with an accordion of up to £70 million. £30 million of the
£230 million facility matures in September 2027, with £200 million
maturing in September 2028. A further option is in place to extend
the £200 million by an additional year.
As at 31 July 2025, the Group had £85.3 million of undrawn,
committed bank facilities (2024: £100.2 million) and £18.7 million
of cash and cash equivalents (2024: £18.2 million).
Returns on Invested Capital (ROIC) remains >25% post Fantech
The Group’s ROIC (pre-tax) for the financial year was 25.2%
(2024: 27.8%), measured as adjusted operating profit for the year
divided by average net assets adding back net debt, acquisition
related liabilities, and historic goodwill and acquisition-related
amortisation charges (net of the associated deferred tax). The
measure excludes the goodwill and intangible assets arising from
the original transaction that created the Group when it was bought
via a leveraged buy-out transaction by private equity house
Towerbrook Capital Partners in 2012.
38 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Financial Review continued
On a like for like basis our organic revenue growth of 5.7%cc
coupled with strong operating profit growth and net inflow of
working capital would have yielded a c240bps increase in ROIC
to just over 30%, with then the impact of the Fantech acquisition
bringing it down to 25.2%.
Although, at the time of entry to the Group, acquisitions will
be dilutive to ROIC, our track record of improving returns post-
acquisition, coupled with continued organic growth, provides
confidence in maintaining Group ROIC above 20% over the
medium term while continuing to invest to grow the business.
Recommended dividend
The Board has recommended a final dividend of 7.4 pence which,
together with an interim dividend paid of 3.4 pence per share,
gives a total dividend per share of 10.8 pence (2024: 9.0 pence),
up 20.0% in total. The final dividend is subject to approval by
shareholders at the Annual General Meeting on 10 December
2025 and, if approved, will be paid on 16 December 2025.
Employee Benefit Trust
During the year £3.0 million of non-recourse loans (2024: £2.7 million)
were made to the Volution Employee Benefit Trust for the purpose
of purchasing shares in Volution Group plc to meet the Company’s
obligations under its share incentive plans. The Volution Employee
Benefit Trust acquired 515,000 shares at an average price of £5.83 per
share in the period (2024: 770,000 shares at average price of £3.90)
and 653,444 shares (2024: 1,019,886 shares) were released by the
trustees with a value of £3,694,058 (2024: £3,942,724). The Volution
Employee Benefit Trust has been consolidated into the results and the
shares purchased have been treated as treasury shares deducted
from shareholders’ funds.
Andy O’Brien
Chief Financial Officer
8 October 2025
Our capital allocation for
long‑term sustainable growth
Value-adding
acquisitions
Reliable return
to shareholders
Investment for
organic growth
39 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Key Performance Indicators (KPIs)
Strong and sustainable performance
We have identified a number of KPIs
that monitor performance against
our strategy and priorities, and enable
investors and other stakeholders
to measure our progress consistently.
Notes
1. The Group uses some Alternative Performance Measures (APMs) to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted operating profit margin, adjusted profit
before tax, adjusted basic EPS, adjusted operating cash flow, ROIC, net debt, net debt (excluding lease liabilities) and adjusted operating cash conversion. The reconciliation of the Group’s reported profit before tax to adjusted profit
measures of performance is summarised in the table on page 37 and in detail in note 2 to the consolidated financial statements. For a definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 33 to the
consolidated financial statements.
2. Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on pages 178 to 190.
Revenue growth £m
+14.4%
Five-year average
Strategic pillars measured by this KPI
This KPI tracks our performance against our strategic aim to grow
the business. We expect to grow via a combination of both organic
growth and via acquisitions of attractive businesses with strong
brands that expand our access to markets and are aligned with
our purpose.
Comments
• Revenue grew 20.6%, or 21.9%cc.
• Organic revenue growth at cc was 5.7%, with a 1.3% adverse
impact of foreign exchange due principally to weakening of the
Australian and New Zealand Dollar.
• 16.2% revenue growth through acquisitions due to eight
months’ contribution from Fantech following the acquisition
in December 2024.
Organic revenue growth %
+7.8%
Five-year average
Strategic pillars measured by this KPI
This KPI tracks our revenue performance from existing businesses
excluding the impact of acquisitions. We expect to deliver growth
ahead of GDP, leveraging our strong brand positions and market
leading product portfolios, supported by regulatory trends and
increasing customer awareness of air quality and the importance
of ventilation.
Comments
• Organic revenue growth 5.7%cc, ahead of our target range of
3–5%.
• Growth was strongest in the UK (+9.5%) driven by strong
residential performance with more mixed market conditions
in Europe (+3.1% cc) and Australasia (+0.6% cc).
• Growth was predominantly driven by volume/mix c(4.5%) with
price of c(1.2%).
2024
2025
2023
2022
2021
347.6
419.1
328.0
307.7
272.6
2024
2025
2023
2022
2021
+1.5
+5.7
+4.6
+6.6
+20.5
Strategic pillars key: Directors’ remuneration key:
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
L
Long-term
Incentive Plan
A
Annual
Bonus Plan
40 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Key Performance Indicators (KPIs) continued
Adjusted operating profit margin
1
% of revenue
21.6%
Five-year average
Strategic pillars measured by this KPI
This adjusted measure tracks the underlying financial performance
and quality of the Group’s earnings. We aim to achieve and sustain
attractive operating margins by leveraging the benefits of product
innovation, and through economies of scale in sourcing and
operational efficiencies in our production and indirect costs.
Comments
• Adjusted operating profit margin down 20bps to 22.3%
(2024: 22.5%).
• Organic adjusted operating profit margin expanded 50bps
underpinned by cost initiatives and product mix.
• Dilution from the acquisition of Fantech.
Link to Directors’ remuneration
L A
Adjusted operating cash conversion
1
%
99%
Five-year average
Strategic pillars measured by this KPI
This KPI tracks the efficiency of cash generation at the operational
level (important for our acquisition strategy), after movements in
working capital and capital expenditure.
Comments
• Asset light business model drives strong cash conversion
with a target of 90%.
• Conversion of 109% reflects a strong working capital inflow
of £4.5 million in the year (2024: £2.7 million).
• Capital expenditure of £8.4 million (2024: £7.1 million).
Working capital % of LTM revenue
15.4%
Five-year average
Strategic pillars measured by this KPI
This KPI tracks our working capital efficiency; optimisation of
our working capital, especially inventories across the Group,
is an important stream of our operational excellence focus.
Comments
• Working capital inflow of £4.5 million in the year primarily due
to improvement in inventory.
• Highest as a % of revenue in Australasia at 22.1% due to length
of supply chain.
Link to Directors’ remuneration
L A
2024
2025
2023
2022
2021
22.5
22.3
21.3
21.1
20.9
2024
2025
2023
2022
2021
107
109
106
76
97
2024
2025
2023
2022
2021
14.7
15.3
16.1
18.1
12.7
Strategic pillars key: Directors’ remuneration key:
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
L
Long-term
Incentive Plan
A
Annual
Bonus Plan
41 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Key Performance Indicators (KPIs) continued
Notes
1. The Group uses some Alternative Performance Measures (APMs) to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted operating profit margin, adjusted profit
before tax, adjusted basic EPS, adjusted operating cash flow, ROIC, net debt, net debt (excluding lease liabilities) and adjusted operating cash conversion. The reconciliation of the Group’s reported profit before tax to adjusted profit
measures of performance is summarised in the table on page 37 and in detail in note 2 to the consolidated financial statements. For a definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 33 to the
consolidated financial statements.
2. Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on pages 178 to 190.
Adjusted basic earnings per share
1
pence
+24.4%
Five-year average growth
Strategic pillars measured by this KPI
This KPI measures how successful we have been in growing the
business relative to capital allocation and tax considerations.
We target double digit adjusted EPS growth.
Comments
• Adjusted basic EPS grew 18.2%, our strongest annual growth
outside of the Covid-19 period.
• Driven by 19.7% growth in adjusted operating profit part offset
by higher finance costs due to debt drawn for the purchase
of Fantech.
Link to Directors’ remuneration
L A
Reported basic earnings per share pence
+40.5%
Five-year average growth
Strategic pillars measured by this KPI
This KPI measures how successful we have been in growing the
business relative to capital allocation and tax considerations.
Comments
• Adjusting items relate to acquisitions and are detailed in the
Finance Review on page 37. Most significant adjusting items in
the year were amortisation of intangible assets (£11.4 million),
fair value movement in contingent consideration (£4.7 million),
unwinding of discount on future consideration (3.2 million) and
amortisation of acquired inventory fair value (£7.0 million).
Return on Invested Capital (ROIC) %
27.3%
Four-year average
Strategic pillars measured by this KPI
This KPI measures the returns for the Group as a whole and helps
demonstrate the underlying quality of the business and its ability
to generate shareholder value.
Comments
• ROIC of 25.2% (2024: 27.8%) with organic improvement of
240bps offset by the impact of Fantech acquisition.
• Remains significantly ahead of the Group’s estimated Weighted
Average Cost of Capital and ahead of our target of 20%.
Link to Directors’ remuneration
L
(underpin)
2024
2025
2023
2022
2021
28.0
33.1
25.8
24.0
21.0
2024
2025
2023
2022
2021
21.6
21.0
19.0
18.1
10.5
2024
2025
2023
2022
27.8
25.2
27.4
28.8
Strategic pillars key: Directors’ remuneration key:
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
L
Long-term
Incentive Plan
A
Annual
Bonus Plan
42 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Key Performance Indicators (KPIs) continued
Sustainability performance
Revenue from low‑carbon products % of revenue
71.2%
Group
Strategic pillars measured by this KPI
• This KPI measures our aim to champion the energy saving
potential of our products to support the drive to net zero.
• We continued to increase the proportion of our revenue derived
from low-carbon sales – up to 77.3% on an organic basis, albeit
diluted to 71.2% with the inclusion of Fantech, currently with a
smaller portfolio of low-carbon products.
Link to Directors’ remuneration
L
Recycled plastic used in our own manufactured products %
83.9%
Group
2024
2025
2023
2022
2021
78.1
83.9
76.2
67.2
59.7
Strategic pillars measured by this KPI
• This KPI measures our aim to reduce our environmental impact.
• We made further excellent progress in FY25, with the UK
facilities at over 90% recycled throughput and progress in the
Nordics bringing the Group total to 83.9%. Although we fell
short of our stretching target for the year of 90% we exit FY25
with industry leading credentials.
Scope 1 & 2 carbon intensity tCO
2
/£m revenue
12.0
Group
2024
2025
2023
2022
2021
12.8
12.0
12.3
12.3
15.1
Strategic pillars measured by this KPI
• This KPI measures progress on our commitment net zero.
• In FY25 our carbon intensity , impacted by the addition of our
recent acquisitions, changes to carbon conversion factors,
and some increases in vehicle and gas use.
Link to Directors’ remuneration
L
Reportable accident frequency rate
Reportable accidents per 100,000 hours worked
0.17
Group
2024
2025
2023
2022
2021
0.20
0.17
0.30
0.25
0.20
Strategic pillars measured by this KPI
• This KPI measures our first priority to keep everyone safe.
• In FY24, our focus and investment led to a significant
improvement in our reportable accident frequency rate
compared with last year.
2024
2025
2023
2022
2021
74.6
71.2
70.1
66.1
62.1
43 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Risk Management and Principal Risks
Effective risk management is integral
to our objective of delivering
sustainable long-term value.
The Board is committed to protecting and
enhancing the Group’s reputation and assets in
the interests of shareholders and all stakeholders.
It has overall responsibility for the Group’s system
of risk management and internal control.
The Group’s businesses are affected by a number
of risks and uncertainties. These include internal
and external risks, some of which we cannot control
and many of which are similar to those found by
other companies of similar scale and operations.
The evolution of our approach
Risk management and maintenance of
appropriate systems of control to manage risk are
the responsibilities of the Board and are integral
to the ability of the Group to deliver on its
strategic priorities. The Board has developed a
framework of risk management which is used
to establish the culture of effective risk
management throughout the business by
identifying and monitoring the material risks,
setting risk appetite and determining the overall
risk tolerance of the Group.
Emerging risk Description of risk Time horizon
Geo-political
tension
Global political and economic instability could disrupt markets
or limit access to certain regions hindering deal flow.
Short/Medium
term
AI-driven
innovation
AI presents many opportunities but also considerable risks
around cyber security. AI must be developed in an ethical way.
Medium term
The Group’s framework of risk management
is monitored by the Audit Committee, under
delegation from the Board. The Audit Committee
is responsible for overseeing the effectiveness of
the internal control environment of the Group.
Our in-house Internal Audit function provides
independent assurance that the Group’s risk
management, governance and internal control
processes are operating effectively.
During this year, we have further evolved our risk
management approach, in part in preparation for
the implementation of Provision 29 of the new
Corporate Governance Code 2024.
Our management risk committee was
reconstituted as the Risk and Internal Control
Committee (RICC), with an extended
membership including senior management
with responsibility for each functional area in
the Group (including Finance, Procurement, IT,
Technical, HR, Legal, Business Development).
The RICC supports the Audit Committee and
Board in setting the Group’s risk appetite and
ensuring processes are in place to identify,
manage and mitigate the Group’s principal risks.
The RICC met six times during the year, reviewing
the output of our processes to identify and
assess risks, identifying emerging risks, and also
helping to validate that the existing principal risks
remain appropriately focused.
The RICC has a specific responsibility for
preparing the business for the requirements
of Provision 29.
As required by Provision 29 of the 2024 Code,
which applies to our financial year beginning
on 1 August 2026, the Board will need to
make additional declarations regarding the
effectiveness of their material internal controls.
During this year, we have taken the following
preparatory steps:
1 Initial phases included taking stock of the
current risk and controls framework to
determine where these can be leveraged or
where enhancements are needed to meet the
requirements of the Code.
2 Defining the Group’s definition of ‘materiality’.
3 Disaggregating the Group’s principal risks and
identifying the relevant material controls for each.
4 Preparing control process documentation,
defining testing regimes, levels of assurance
and the reporting framework.
The RICC has provided an update on the
preparatory work at each Audit Committee
meeting through the year.
The Board re-approved our risk
appetite statement
“The Board recognises that continuing to
deliver returns for shareholders and other
stakeholders is dependent upon accepting a
level of risk. We balance risk and opportunity
in pursuit of our strategic objectives and the
acceptable level of risk is assessed on an
annual basis by the Board, which defines its
risk appetite against certain key indicators,
including potential impact of risk, likelihood
of risk and ability to reduce risk through
mitigation. This ensures alignment between
acceptable risk exposure and the strategic
priorities of the Group.”
Risk appetite statement
Board
• Overall responsibility for risk management
• Reviews principal risks and uncertainties,
along with actions taken, where possible,
to mitigate them
• Determine risk appetite
Audit Committee
• Assurance oversight of the internal
controls and risk management process
Risk and Internal Control Committee
• Develop risk framework and set and
monitor system of internal controls
• Compliance & Preparation for Provision 29
Executive management
• Day-to-day management of risk and controls
44 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Risk Management and Principal Risks continued
Identifying and monitoring
material risks
Material risks (including emerging risks) that may
lead to threats to our business model, strategy
and liquidity are identified through our framework
of risk management, our analysis of individual
processes and procedures (bottom-up approach)
and a consideration of the strategy and operating
environment of the Group (top-down approach).
The risk evaluation process begins in the
operating businesses with an annual exercise
undertaken by local management to identify and
document the significant strategic, operational,
financial, reporting and compliance risks facing
the businesses. This process ensures risks are
identified and monitored and management
controls are embedded in the businesses’
operations. In addition, Group functional heads
follow the same process, ensuring that functional
area risks that may impact across the Group are
also documented and considered.
The risk assessments are then considered by
Group management in the RICC, which evaluates
which risks should be identified as the principal
risks of the Group with reference to the Group’s
strategy and operating environment, for further
review by the Audit Committee and Board.
Our principal risks and uncertainties
In accordance with Provision 28 of the 2018 UK
Corporate Governance Code (the 2018 Code),
the Directors confirm that they have carried out a
robust assessment of the principal and emerging
risks facing the Group, including those which
would threaten the business model, future
performance, solvency or liquidity.
Set out in this section of the Strategic Report
are the principal risks and uncertainties which
could affect the Group and which have been
determined by the Board, based on the robust
risk evaluation process described above, to have
the potential to have the greatest impact on the
Group’s future viability. For each risk there is a
description of the possible impact of the risk to
the Group, should it occur, together with strategic
consequences and the mitigation and control
processes in place to manage the risk. This list is
likely to change over time as different risks take
on larger or smaller significance.
Climate risks have again been considered to be
most appropriately managed by including their
potential impact within existing principal risks
where relevant, rather than defining a separate
principal risk.
Risk heatmap
Risk heatmap and key
High
2
1
4
3
6
7
5
8
9
10
Low High
Impact
Likelihood
1. Economic risk
2. Acquisitions
3. Supply chain and raw materials
4. IT systems including cyber breach
5. Compliance with laws and regulations
2
1
4
6
6. Innovation
7. People
8. Product failure
9. Customers
10. Foreign exchange risk
2024 position
2025 position
45 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Risk Management and Principal Risks continued
The Board believes that this approach provides
greater certainty over forecasting and, therefore,
increases reliability in the modelling and stress
testing of the Group’s viability. In addition,
a three-year horizon is also the performance-
based period over which awards granted
under Volution’s share-based incentive plan
are measured.
As part of the annual budgeting process, the
Board considers projections for subsequent
years. The output of this plan is used to perform
central debt and headroom profile analysis, which
includes a review of sensitivity to a combination
of principal risks. It also considers the ability of
the Group to raise finance and deploy capital.
Our financial position remains robust with
the new debt facilities of £230 million, and an
accordion of a further £70 million, reducing to a
£200 million facility in October 2027 and maturing
in September 2028.The financial covenants on
these facilities are for leverage (net debt/adjusted
EBITDA) of not more than 3x and for interest cover
(adjusted EBITDA/net finance charges) of not less
than 4x. As at 31 July 2025, leverage was 1.2 (31 July
2024: 0.4) and interest cover was 13.6 (31 July
2024: 14.8).
With respect to the longer-term viability of the
Group, we believe the business model will remain
highly relevant. The regulatory and consumer
drive towards making new and existing homes
more efficient and therefore airtight will continue,
meaning that the opportunities to solve the
problems of indoor air quality will only grow,
strengthening the vital role ventilation has to
play in creating a healthy indoor environment.
We believe that one of the legacy consequences
of Covid-19 is a heightened awareness of the
importance of indoor air quality to health and
the role played by good ventilation systems.
Customer requirements in terms of enhanced
functionality, energy efficiency and aesthetics
of products are also supportive trends.
The Board carried out a robust assessment of
the principal risks and emerging risks facing the
Group, including those that would threaten its
business model, future performance, solvency
or liquidity. Principal risks are identified through
our risk management process and are set out
on pages 44 to 53.
Whilst the review has considered all the principal
risks identified by the Group, a selection of risks
was considered which if they occurred together,
would be considered a severe but plausible
downside scenario with which to assess the
viability of the Group.
The severe but plausible downside scenario has
been modelled, representing the impact of
macroeconomic uncertainty including the
actions of central banks in raising interest rates
to curb inflation and the impact that this may
have on the housing and construction industry
(principal risk 1) combined with supply chain
difficulties and availability issues (principal risk 3).
Combined, this severe but plausible downside
assumed a reduction in revenue and
corresponding variable costs of 15%, a reduction
in gross margin of 10% compared with the base
case and an interest rate increase of 1% over the
three-year period of assessment.
The geographic and sector diversification of
the Group’s operations, further enhanced by
the acquisition of Fantech, helps to mitigate the
risk of serious business interruption in one area
materially impacting the Group. Furthermore,
our business model, structured so that the Group
is not reliant on a concentration of customers or
sectors, and our ability to flex our cost base, will
continue to protect our viability in the face of
current and foreseeable future uncertain and
adverse economic conditions. We demonstrated
our ability to maintain and increase margins
across our geographies in FY21, FY22 and in
FY23, when the Covid-19 pandemic, the impact
of the invasion of Ukraine, and general inflation
impacting all input costs were mitigated through
early and decisive pricing action.
The Board has also considered the impact of
climate change, particularly in the context of
the risks and opportunities identified in the Task
Force on Climate-related Financial Disclosures
(TCFD) disclosure of this Annual Report (page 65).
Over the time period of our viability assessment,
we have concluded that there is no material
adverse impact of climate change which could
impact the viability of the Group. Over the long
term, the impact of climate change is more
uncertain, and we will continue to assess these
risks against judgements and estimates made in
preparation of the Group’s financial statements.
The Board has carefully considered the principal
risks to the Group and the impact of those risks on
the viability of the Group and has concluded there
is a reasonable expectation that the Group will be
able to meet its liabilities as they fall due and will
continue in operation over the period assessed.
Viability Statement
The Board has considered
the viability of the Group
over a three-year period
to 31 July 2028, taking
into account the Group’s
current position and
the potential impact of
the principal risks and
uncertainties. While the
Board has no reason to
believe that the Group will
not be viable over a longer
period, it has determined
that three years is an
appropriate period as it
aligns with the Group’s
business planning cycle.
46 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Risk Management and Principal Risks continued
The financial statements have been prepared on
a going concern basis. In adopting the going
concern basis, the Directors have considered
external factors, including potential scenarios
arising from the political and macroeconomic
uncertainty that has arisen post-Covid, the
invasion of Ukraine early in 2022, from conflict in
the Middle east, and from the Group’s other
principal risks set out of page 45. Under a severe
but plausible downside scenario, the Group
remains comfortably within its debt facilities and
the attached financial covenants within the period
of assessment to 31 January 2027. The Directors
therefore believe, at the time of approving the
financial statements, that the Company is well
placed to manage its business risks successfully
and remains a going concern. The key facts and
assumptions in reaching this determination are
summarised below.
Our financial position remains robust with
the new debt facilities of £230 million, and an
accordion of a further £70 million, reducing to a
£200 million facility in October 2027 and maturing
in September 2028.The financial covenants on
these facilities are for leverage (net debt/adjusted
EBITDA) of not more than 3x and for interest cover
(adjusted EBITDA/net finance charges) of not less
than 4x. As at 31 July 2025, leverage was 1.2 (31 July
2024: 0.4) and interest cover was 13.6 (31 July
2024: 14.8).
Our base case scenario has been prepared using
robust forecasts from each of our operating
companies, with each considering the risks
and opportunities the businesses face.
We have then applied a severe but plausible
downside scenario, based on a more severe
downturn than seen during the financial crisis and
Covid-19 pandemic, in order to model the potential
concurrent impact of:
• a general economic slowdown reducing
revenue throughout the period of assessment
by 15% compared with the base case, with a
corresponding reduction in variable cost base;
• supply chain difficulties or input price
increases reducing gross profit margin by 10%
over the same period; and
• a 1% interest rate increase impacting cost of debt.
A reverse stress test scenario has also been
modelled which shows a revenue contraction of
c.26% against the base case with no mitigations
would be required to breach covenants, which
is considered an extremely unlikely scenairo.
Mitigations available within the control of
management include reducing discretionary
capex and discretionary indirect costs.
Over the short period of our climate change
assessment (aligned to our going concern
assessment), we have concluded that there is
no material adverse impact of climate change
and hence have not included any impacts in
either our base case or downside scenarios of
our going concern assessment. We have not
experienced material adverse disruption during
periods of adverse or extreme weather in recent
years, and we would not expect this to occur to
a material level over the period of our going
concern assessment.
The Directors have concluded that the results of
the scenario testing, combined with the significant
liquidity profile available under the revolving credit
facility, confirm that the Group remains a going
concern.
Going concern
The financial position of
the Group, its cash flows
and liquidity position are
set out in the financial
statements. Furthermore,
note 27 to the consolidated
financial statements on
pages 163 to 166 includes
the Group’s objectives and
policies for managing its
capital, its financial risk
management objectives,
details of its financial
instruments and its
exposure to credit
and liquidity risk.
47 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Risk Management and Principal Risks continued
1. Economic risk
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
Likelihood reduced
Risk appetite
Cautious
Strategy link
Risk and impact
A decline in general economic activity and/or a specific decline in activity in
the construction industry, including, but not exclusively, a decline caused by
economic uncertainty, inflation, high interest rates or geopolitical instability.
Demand for our products serving the residential and commercial construction
markets would decline. This would result in a reduction in revenue and profitability.
Our ability to achieve our ambition for continuing organic growth would be
adversely affected.
Change during the year
There remains uncertainty as to the strength of the underlying economies in
the countries in which we trade, and hence prospects for the housing and
construction industry are unclear. Further, global geopolitics remains volatile
and impacts on global economic growth are possible, and as such it is
appropriate that ‘economic risk’ remains our first principal risk
However, inflation and interest rates have fallen in most of our geographies
over the year which represents a general improvement in outlook, and hence
the likelihood of the risk occurring has fallen slightly since last year, and the
potential impact remains as ‘Medium’.
Risk mitigation
Geographic spread from our international acquisition strategy helps to mitigate
the impact of local fluctuations in economic activity.
New product development, the breadth of our product portfolio and the strength
and specialisation of our sales forces allows us to outperform against any general
economic decline.
Our end-market diversity, with exposure to both residential and commercial and
to new build and RMI, provides mitigation to economic and housebuilding cycles.
Our business is not capital intensive and our operational flexibility allows us to
react quickly to the impact of any decline in volume.
Link to climate change risks
Over the longer term, a decline in general economic activity or economic
disruption could be caused by physical or transitional risks of climate change.
Relevant climate change risks described in further detail in our TCFD section
include: Climate risk 1 – Physical risk, Climate risk 2 – Transition risk – reputation,
Climate risk 3 – Transition risk – policy and legal, and Climate risk 4 – Transition
risk – policy and technology.
However, it is important to note that our sustainability ambition is to champion
the energy saving potential of our products and solutions and support the net
zero ambitions of the countries in which we operate. The regulatory tailwinds
should significantly increase demand for our sustainable and innovative
ventilation solutions, while our leadership position in the UK, Continental Europe
and Australasia means that we are well positioned to seize this opportunity
(Transition opportunity 1 – Products and markets).
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
48 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

2. Acquisitions
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
Potential impact reduced
Risk appetite
Open
Strategy link
Risk and impact
We may fail to identify suitable acquisition targets at an acceptable price, or we
may fail to complete or properly integrate the acquisition. Revenue and profitability
would not grow in line with management’s ambitions and investor expectations.
Failure to properly integrate a business may distract senior management from
other priorities and adversely affect Group revenue and profitability, or the
acquired business may not perform as expected.
Financial performance could be impacted by failure to integrate acquisitions and
to secure intended synergies. Our strategic ambition to grow by acquisition may
be compromised.
Change during the year
Last year we increased the potential impact of this risk in advance of the
acquisition of Fantech, our largest acquisition to date. Following the successful
initial integration of the business, the potential impact has now been reduced.
Risk mitigation
The ventilation industry in Europe and across our geographies remains
fragmented with many opportunities to court acquisition targets.
Senior management has a clear understanding of potential targets in the
industry and a track record of acquisitions since IPO in June 2014.
Management is experienced in integrating new businesses into the Group.
Our policy of rigorous due diligence prior to acquisition and a structured
integration process post-acquisition have been maintained.
Link to climate change risks
N/A
3. Supply chain and raw materials
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Raw materials or components may become difficult to source because of
material scarcity or disruption of supply including, but not exclusively, as
a consequence of economic uncertainty, geopolitical instability, supply
interruptions in China, and the evolution of the relationship between the UK
and the EU, post-Brexit.
The increased friction and potential for a trade war or other geopolitical disputes
including between the US and China could destabilise supply chain activity.
Prices for input materials may increase and our sales and profitability may be
impacted during any period of constraint.
Organic growth may be reduced. Our product development efforts may be
redirected to find alternative materials and components.
No change during the year
Potential for disruption to supply chains, especially relating to products and
materials sourced from China, continues to be a specific risk that we are
managing very closely. Potential impacts could include inability to service
customer demand due to non-availability of products as well as input cost
increases due to the need to airfreight.
Risk mitigation
We establish long-term relationships with key suppliers to promote continuity
of supply and where possible we have alternative sources identified.
We continue to monitor stock levels and order patterns and where deemed
necessary will adjust inventory levels to help mitigate any disruptions in supply.
Link to climate change risks
Over the longer term, supply chain issues could be caused by physical or
transitional risks of climate change. Relevant climate change risks described in
further detail in our TCFD section include: Climate risk 1 – Physical risk, Climate
risk 2 – Transition risk – reputation, Climate risk 3 – Transition risk – policy and
legal, and Climate risk 4 – Transition risk – policy and technology.
Risk Management and Principal Risks continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
49 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

4. IT systems including cyber breach
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
Likelihood increased
Risk appetite
Averse
Strategy link
Risk and impact
We may be adversely affected by a breakdown in our IT systems or a failure to
properly implement any new systems.
We could temporarily lose sales and market share and could potentially damage
our reputation for customer service.
Change during the year
The risk of cyber attack and cyber fraud continues to be a threat for all
businesses. We have increased the likelihood slightly to recognise the increased
number of high profile events reported across the world during the year.
Risk mitigation
Disaster recovery and data backup processes are in place, operated diligently
and tested regularly.
Our decentralised IT systems mean that it is unlikely that a material proportion of
the Group could be compromised at any one time.
We have a three-layered system of network security protection against cyber
attacks or breaches of security. This infrastructure is maintained to withstand
increasingly sophisticated worldwide cyber threats. We also undertake regular
cyber security testing and training of our employees. We have a process of
annual internal and external penetration testing with quarterly monitoring checks
and have carried out an audit review of all third party IT suppliers.
We engage regularly with external experts to help us benchmark our security
positioning and identify enhancement opportunities.
Link to climate change risks
N/A
5. Compliance with laws and regulations
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Averse
Strategy link
Risk and impact
The Group or other stakeholders may fail to comply with relevant laws and
regulations in contravention of our Code of Conduct and other Group policies
resulting in a potential one-off fine or penalty and a significant adverse impact on
brand reputation.
Relevant laws include but are not limited to Anti-Bribery & Corruption, Sanctions and
Export Controls, Data Protection, Competition, Environmental and Health & Safety.
No change during the year
We continue to work to ensure we comply with all relevant laws and regulations.
Risk mitigation
Processes are in place to ensure that all relevant laws and regulations are
identified and followed.
Training is carried out when required, and policies are published and issued to
colleagues, suppliers and other stakeholders clearly stating responsibilities and
obligations of those doing business with the Group.
A confidential reporting hotline is available to all employees and third parties to
raise concerns including any in relation to potential breaches of compliance and
misconduct. These are independently followed up and investigated.
Link to climate change risks
Climate risk 3 – Transition risk – policy and legal.
Risk Management and Principal Risks continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
50 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

6. Innovation
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
Likelihood reduced
Risk appetite
Open
Strategy link
Risk and impact
Regulations relating to the carbon efficiency of buildings, the efficiency of
electrical products and compliance may change, and we may fail to innovate
commercially or technically viable products to maintain and develop our product
leadership position.
Failure to innovate may result in an ageing product portfolio that falls behind that
of our competition.
Our organic growth ambitions depend in part upon our ability to innovate new
and improved products to meet and create market needs. In the medium term,
failure to innovate may result in a decline in sales and profitability.
Change during the year
The continuous improvement and investment in our technical function means
that we believe the likelihood of this risk occurring has reduced slightly.
Risk mitigation
We have continued to improve our technical capabilities during the year, under
the leadership of our Group Technical Director Martin Goodfellow. We participate
in trade bodies that help to influence the regulatory environment in which we
operate and therefore we are well placed to understand future trends in our
industry. Favourable regulatory tailwinds have continued to develop.
We are active in new product development and have the resource to react to and
anticipate necessary changes in the specification of our products. Our product
innovation is driven by a deep understanding of the ventilation market and its
economic and regulatory drivers. The Group starts with a clear marketing brief
before embarking on product development.
Link to climate change risks
Our sustainability ambition is to champion the energy saving potential of our
products and solutions and support the net zero ambitions of the countries in
which we operate. The regulatory tailwinds should significantly increase demand
for our sustainable and innovative ventilation solutions, while our leadership
position in the UK, Continental Europe and Australasia means that we are well
positioned to seize this opportunity.
7. People
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Our continuing success depends on retaining key personnel and attracting
skilled individuals.
Skilled and experienced employees may decide to leave the Group, potentially
moving to a competitor. Any aspect of the business could be impacted with
resultant reduction in prospects, sales and profitability.
Our competitiveness and growth potential, both organic and inorganic, could be
adversely affected.
Operational excellence may be adversely affected.
No change during the year
Whilst our acquisition of Fantech has increased the size and complexity of our
business, our improvements to our HR and People organisation and processes
and our strong employee engagement scores mean that there is no increase to
likelihood or potential impact.
Risk mitigation
Regular employee appraisals allow two-way feedback on performance and ambition.
A Management Development Programme is run periodically to provide key
employees with the skills needed to grow within the business and to enhance
their contribution to the business.
The Directors regularly review succession planning and key roles.
Link to climate change risks
N/A
Risk Management and Principal Risks continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
51 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

8. Product
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
The failure of one of our products through fire, product recall or otherwise,
could have a significant adverse impact on brand reputation.
No change during the year
Product safety continues to be a priority across the business.
Risk mitigation
Our product design process, quality control and compliance with all relevant
regulations means the likelihood of a significant failure is low.
Our companies manufacture and assemble a wide variety of product types across
different geographies and end markets. They are, as a result, experts in their areas
and carry the responsibility for complying with relevant product safety and quality
requirements, obtaining relevant accreditations and all necessary product
certifications. Quality control processes include clear requirements for and
careful selection and management of suppliers, quality checking of products and
components from suppliers, and appropriate testing of products once assembled.
We typically operate on a product supply-only basis and generally do not take
responsibility for installation of our products.
Link to climate change risks
Transition risk – policy and technology.
9. Customers
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
A significant amount of our revenue is derived from a small number of
customers and from our relationships with heating and ventilation consultants.
Deterioration in our relationships with a significant customer could have an
adverse significant effect on our revenue from that customer.
Our organic growth ambitions and operational excellence would be
adversely affected.
No change during the year
Continued macroeconomic uncertainty in some of our markets means that
certain customers could fall into financial difficulties. However, we have not
seen a material increase in the number of customers failing or of bad debt.
Risk mitigation
Our customer concentration is low, with the top 20 customers accounting for
c.30% of Group revenue.
We have strong brands, recognised and valued by our end-users which gives us
continued traction through our distribution channels and with consultants
and specifiers.
We have a very wide range of ventilation and ancillary products that enhance our
brand proposition and make us a convenient ‘one-stop-shop’ supplier.
We continue to develop new and existing products to support our product
portfolio and brand reputation. We focus on customer service.
Link to climate change risks
Our sustainability ambition is to champion the energy saving potential of our
products and solutions and support the net zero ambitions of the countries in
which we operate. The regulatory tailwinds should significantly increase demand
for our sustainable and innovative ventilation solutions, and strengthen the
industry as a whole, including our customers.
Risk Management and Principal Risks continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
52 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

10. Foreign exchange risk
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Foreign exchange rates between currencies that we use may move adversely.
The commerciality of transactions denominated in currencies other than the
functional currency of our businesses and/or the perceived performance
of foreign subsidiaries in our Sterling-denominated consolidated financial
statements may be adversely affected by changes in exchange rates.
Our ambition to grow internationally through acquisition exposes us to increasing
levels of translational foreign exchange risk.
No change during the year
No change during the year.
Risk mitigation
Significant transactional risks are hedged by using forward currency contracts to
fix exchange rates for the ensuing financial year.
Revaluation of foreign currency-denominated assets and liabilities is partially
hedged by corresponding foreign currency bank debt.
Link to climate change risks
How each government and economy respond to the risks of climate change over
the long term may impact the macroeconomic outlook for the countries in which
we operate, and hence move foreign exchange rates adversely.
Risk Management and Principal Risks continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
53 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

LSE green
mark
FT Europe
Climate
leaders
Plus x
award
‘Excellent brand
quality’ inVENTer
H&V news
awards
Vent-Axia Low carbon
impact award
Sustainability
Introduction to
sustainability
Our ambition
To reduce our environmental impact
by improving business efficiencies
and minimising our impact on the
climate. To focus on the quality of
materials we use, to support the
creation of a circular economy, and
eliminate all forms of waste across
our value chain.
How we align to the UN Sustainable
Development Goals
As a member of the UN Global Compact,
our sustainability strategy and material topics align with the
UN Sustainable Development Goals (SDGs), the blueprint
to achieve a better and more sustainable future for all.
Sustainable activities
& awards
“We are delighted that the SBTi confirmed
that our science based targets meet the SBTi’s
Net-Zero Standard Criteria. This approval
demonstrates our commitment to reducing
GHG emissions in line with the latest climate
science research.”
Ronnie George
Chief Executive Officer
Further detail of our alignment with the SDGs
can be found on page 190
54 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sustainability continued
12
3
7
7
6
4
4
9
5
8
Significance for stakeholders
In 2021, we undertook our first materiality assessment
to identify our focus areas in Product, Planet and People
in alignment with our stakeholder needs. In line with
our approach to sustainability governance and to ensure
our strategy and key objectives remain relevant to our business
and stakeholder needs, in 2025 we undertook another
full materiality assessment, including a review of internal
and external factors that may have changed over that time.
We focus on what is most important
to our stakeholders
Our Material Sustainability Topics
Significance for Volution
Our approach
to material
sustainability topics
We identified a range of
sustainability topics across all
areas including governance,
environment and human/social
issues from various sources
including market review and
analysis, recent publication
frameworks (including the
Global Reporting Initiative (GRI)
and Corporate Sustainability
Reporting Directive (CSRD)),
and from our previous
materiality assessment work.
We identified those topics of
particular relevance for Volution
Group and our stakeholders
(see our approach to
stakeholder engagement
on 189).
We grouped and prioritised
topics and scored according to
Group and stakeholder interest to
identify those that are material.
We aligned to the UN SDGs, and
ensured that we have relevant
and measurable KPIs and metrics
to report against each material
topic so that progress can
be tracked and reported
(see Sustainability – monitoring
our progress, next page).
Our 2025 materiality assessment confirmed that the existing
material topics remain relevant to the Group, albeit with some
changes to ranking.
Highest Priority
1. Our carbon emissions
Emissions from our direct
operations remains
a key area of activity
for the business and
our stakeholders as
we continue towards
our net zero targets.
2. Health and safety
Keeping everyone safe
and ensuring our
colleagues can go home
each day to their families
remains amongst the
highest priorities.
3. Low-carbon products
Our target for the sale
of low-carbon products
was met in 2025 and has
increased in importance
if we are to deliver our
net zero commitments.
7. Employee engagement
Our first employee
engagement survey
in FY24, repeated and
with improved results in
FY25, demonstrates our
commitment to delivering
real improvements and
the high priority placed
on this by the Group.
High Priority
4. Supply chain
management
We recognise increased
demands for responsible
and transparent supply
chains from internal and
external stakeholders
and have increased our
capabilities further for
sustainable supply
chain management.
5. Sustainable materials
We have continued to see
excellent and industry
leading progress in the use
of recycled plastic in our
manufactured products.
Our investment to date has
set up our processes to be
able to deliver further in
the future.
6. Packaging/waste
management
We have reduced our
impact significantly
through reducing our
packaging and diverting
most of our operational
waste from landfill. There
is still more to do to reduce
packaging waste further.
Priority
8. Diversity Equity
and inclusion (DEI)
DEI continues to remain a
priority, for the business.
9. Training and
development
Development of our
employees continues
to be a key priority
for the business
with further activity
planned in the future.
3
6
5
55 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sustainability – monitoring our progress
Product
Our ambition
To champion the energy saving potential of our
products and solutions and support the net zero
ambitions of the countries in which we operate.
To continue to develop clean air solutions that
protect people’s health and increase their comfort
in an ethical and responsible way.
Low-carbon
solutions
Our low-carbon solutions help reduce emissions from buildings and
are the cornerstone of our offering in the transition to a low-carbon
economy.
Customers
Shareholders
FY25 saw an increase in low-carbon sales on an organic basis from
74.6% to 77.3%. Our target of 70.0% was achieved.
FY25 also saw an increase in heat recovery sales on an organic basis
from 31.7% to 32.5%.
Including Fantech, low carbons sales were 71.2% and heat recovery
sales are 28.5% due to the dilution effect of the lower proportion of
these products in the current Fantech product portfolio.
Low-carbon product sales
71.2% 77.3% organic
(FY24: 74.6)
70%
FY25 target
Avoided emissions
1,979,945
(FY24: 1,872,583)
See more on
pages 58 to 61
Heat recovery sales
28.5% 32.5% organic
(FY24 31.7%:)
Supply chain
management
Committing to responsible and ethical supply chain management
as a manufacturer of electrical and durable plastic goods.
Customers
Shareholders
Suppliers
In FY25, we further enhanced our activities on social responsibility
and ethical business practices in our supply chain.
In FY26, we will keep focus on the social aspects in our supply chain.
Supplier audits completed
94
(FY24: 71)
Eligible employees completing
modern slavery training
100%
See more on
pages 72 to 79
Planet
Our ambition
To reduce our environmental impact by improving
business efficiencies and minimising our impact
on the climate. To focus on the quality of materials
we use, to support the creation of a circular
economy and to eliminate all forms of waste
across our value chain.
Our carbon
emissions
Reducing carbon emissions from operations, our supply chain
and the use of our products.
Customers
Shareholders
In FY25, our near-term and net zero carbon reduction
targets were validated by SBTi.
In FY26, we will continue to progress the reduction of our Scope 1, 2 and
3 emissions.
Carbon intensity (location
based tCO
2
e/£m revenue)
12.0
(FY24: 12.8)
12.3
FY25 target
Scope 1 & 2 (market based
tCO
2
e ex Fantech)
2,568
(FY24: 2,566)
See more on
pages 64 to 71
Sustainable
materials
Increasing the use of sustainable materials in our manufactured
products, including the use of recycled plastics, saves resources
and energy use.
Customers
Shareholders
In FY25, the proportion of recycled plastic used in our production
increased significantly, with UK facilities at 90.0% and Nordics
production increasing to >25%. Our stretch target was missed but
continued progress is expected in FY26.
Use of recycled plastic
83.9%
(FY24: 78.1%)
90%
FY25 target
See more on
pages 64 to 71
Packaging
waste and
management
Managing the waste from our products and direct operations
helps reduce our impact on the environment.
Customers We continued to expand the use of responsible ‘Nil waste to landfill’
waste-removal services across the Group, with <10% of direct waste
going to landfill.
Waste to landfill
9%
(New measure in FY25)
Waste recycled
80%
(New measure in FY25)
See more on
pages 64 to 71
People
Our ambition
To continue to develop an engaged and inclusive
workforce where our employees feel valued and
can fulfil their potential. To build relationships with
the local community, provide support where needed
and leave a lasting legacy. To place the highest
priority on health and safety as we continue to
pursue our zero-harm ambition.
Health and
Safety
Keeping everyone safe is our highest priority. We have a zero
harm ambition, and aim to reduce the frequency rate of serious
accidents year-on-year.
Employees
Shareholders
The frequency rate of our most serious category of accident
reduced to 0.17 per 100,000 hours worked, down from 0.2 in FY24
and 0.3 in FY23.
We will continue to focus on keeping everyone safe in FY26.
Reportable incidents per
100,000 hours worked
0.17
(FY24: 0.20)
Lost time incidents per
100,000 hours worked
0.19
(FY24: 0.18)
See more on
pages 72 to 79
Employee
engagement
Creating a working environment where our employees can
develop their skills.
Employees Our second employee engagement survey saw a modest increase
from 74 in FY24 to 75 in FY25. While we made progress in some key
areas, we acknowledge there is more work to be done, and specific
actions will be taken in FY26.
Engagement survey KPI
75
(FY24: 74)
See more on
pages 72 to 79
Diversity,
equity and
inclusion
Building a culture where people feel heard, valued and supported,
because when our people thrive, our business grows with them.
Employees
Shareholders
We became a strategic partner of the Construction Inclusion
Coalition during the year, and continued to run our mentoring
programme.
Gender diversity of our Board
Male 57%/Female 43%
(FY24 Male 57%/Female 43%)
See more on
pages 72 to 79
DescriptionMaterial item
Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and
other measures of sustainability performance can be found on page 178 to 190.
56 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sustainability continued
Product
Our ambition
To champion the energy saving potential of our
products and solutions and support the net zero
ambitions of the countries in which we operate.
To continue to develop clean air solutions that
protect people’s health and increase their comfort
in an ethical and responsible way.
Low-carbon
solutions
Our low-carbon solutions help reduce emissions from buildings and
are the cornerstone of our offering in the transition to a low-carbon
economy.
Customers
Shareholders
FY25 saw an increase in low-carbon sales on an organic basis from
74.6% to 77.3%. Our target of 70.0% was achieved.
FY25 also saw an increase in heat recovery sales on an organic basis
from 31.7% to 32.5%.
Including Fantech, low carbons sales were 71.2% and heat recovery
sales are 28.5% due to the dilution effect of the lower proportion of
these products in the current Fantech product portfolio.
Low-carbon product sales
71.2% 77.3% organic
(FY24: 74.6)
70%
FY25 target
Avoided emissions
1,979,945
(FY24: 1,872,583)
See more on
pages 58 to 61
Heat recovery sales
28.5% 32.5% organic
(FY24 31.7%:)
Supply chain
management
Committing to responsible and ethical supply chain management
as a manufacturer of electrical and durable plastic goods.
Customers
Shareholders
Suppliers
In FY25, we further enhanced our activities on social responsibility
and ethical business practices in our supply chain.
In FY26, we will keep focus on the social aspects in our supply chain.
Supplier audits completed
94
(FY24: 71)
Eligible employees completing
modern slavery training
100%
See more on
pages 72 to 79
Planet
Our ambition
To reduce our environmental impact by improving
business efficiencies and minimising our impact
on the climate. To focus on the quality of materials
we use, to support the creation of a circular
economy and to eliminate all forms of waste
across our value chain.
Our carbon
emissions
Reducing carbon emissions from operations, our supply chain
and the use of our products.
Customers
Shareholders
In FY25, our near-term and net zero carbon reduction
targets were validated by SBTi.
In FY26, we will continue to progress the reduction of our Scope 1, 2 and
3 emissions.
Carbon intensity (location
based tCO
2
e/£m revenue)
12.0
(FY24: 12.8)
12.3
FY25 target
Scope 1 & 2 (market based
tCO
2
e ex Fantech)
2,568
(FY24: 2,566)
See more on
pages 64 to 71
Sustainable
materials
Increasing the use of sustainable materials in our manufactured
products, including the use of recycled plastics, saves resources
and energy use.
Customers
Shareholders
In FY25, the proportion of recycled plastic used in our production
increased significantly, with UK facilities at 90.0% and Nordics
production increasing to >25%. Our stretch target was missed but
continued progress is expected in FY26.
Use of recycled plastic
83.9%
(FY24: 78.1%)
90%
FY25 target
See more on
pages 64 to 71
Packaging
waste and
management
Managing the waste from our products and direct operations
helps reduce our impact on the environment.
Customers We continued to expand the use of responsible ‘Nil waste to landfill’
waste-removal services across the Group, with <10% of direct waste
going to landfill.
Waste to landfill
9%
(New measure in FY25)
Waste recycled
80%
(New measure in FY25)
See more on
pages 64 to 71
People
Our ambition
To continue to develop an engaged and inclusive
workforce where our employees feel valued and
can fulfil their potential. To build relationships with
the local community, provide support where needed
and leave a lasting legacy. To place the highest
priority on health and safety as we continue to
pursue our zero-harm ambition.
Health and
Safety
Keeping everyone safe is our highest priority. We have a zero
harm ambition, and aim to reduce the frequency rate of serious
accidents year-on-year.
Employees
Shareholders
The frequency rate of our most serious category of accident
reduced to 0.17 per 100,000 hours worked, down from 0.2 in FY24
and 0.3 in FY23.
We will continue to focus on keeping everyone safe in FY26.
Reportable incidents per
100,000 hours worked
0.17
(FY24: 0.20)
Lost time incidents per
100,000 hours worked
0.19
(FY24: 0.18)
See more on
pages 72 to 79
Employee
engagement
Creating a working environment where our employees can
develop their skills.
Employees Our second employee engagement survey saw a modest increase
from 74 in FY24 to 75 in FY25. While we made progress in some key
areas, we acknowledge there is more work to be done, and specific
actions will be taken in FY26.
Engagement survey KPI
75
(FY24: 74)
See more on
pages 72 to 79
Diversity,
equity and
inclusion
Building a culture where people feel heard, valued and supported,
because when our people thrive, our business grows with them.
Employees
Shareholders
We became a strategic partner of the Construction Inclusion
Coalition during the year, and continued to run our mentoring
programme.
Gender diversity of our Board
Male 57%/Female 43%
(FY24 Male 57%/Female 43%)
See more on
pages 72 to 79
Key to status:
Achieved
Partially achieved
Not achieved
Stakeholders Progress Status Metrics, KPIs and targets
57 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sustainability continued
Volution products support the
transition to a low-carbon, climate-
resilient economy
The most effective way of improving the thermal
efficiency of buildings is to increase insulation and
airtightness, and that impacts indoor air quality.
As a result, energy efficient ventilation
solutions are a key aspect of the net zero-ready
building challenge.
Further, the additional benefit of reduced energy
consumption for space heating comes from the
adoption of more sophisticated heat recovery
ventilation systems.
Buildings are responsible for around 36% of
energy-related GHG emissions and 40% of total
energy demand, of which the majority are related to
heating, cooling and hot water. If we are to hit global
net zero targets, we must improve the energy
efficiency of the existing building stock, alongside
the construction of new compliant buildings.
There are increasingly stringent energy
efficiency standards in most developed
countries for new buildings.
However, 80% of buildings standing today are
expected to be still in use in 2050, with many
of these buildings having been built before
efficiency regulations came into effect. To meet
net zero targets, deep renovations of existing
buildings to improve energy efficiency need to
be implemented at a rate of c.2–3% per year by
2030, a significant increase from the current
<1% rate.
The scale of this challenge has been recognised
by many governments, with regulations
introduced aimed at increasing building efficiency
and deep renovations for example the EU’s ‘Energy
Performance of Buildings Directive’ (EPBD) in 2024.
Strategic response and resilience
Our products directly support the transition to a
sustainable built environment. In FY25, 71.2% of our
revenue was derived from the sale of low-carbon
products, against a target of 70%. 32.5% of revenue
was derived from the sale of more sophisticated,
heat recovery products and systems.
We are part of the group of companies driving
the Green Economy, evidenced by our LSE Green
Economy Mark and the eligibility of our products
to the EU Taxonomy.
The long-term global regulatory drivers for
energy efficient ventilation solutions in new
buildings and renovation provide resilience, and
opportunity for growth for our Group. Recent
regulatory developments are described on
pages 61 and 62, and the impact of regulations
on organic growth is explained with case studies
on pages 22 and 23.
Impact on financial statements
Our transition opportunity is a core aspect of our
overall business strategy and growth opportunity;
see pages 10 and 11. No additional costs outside
of our existing financial model are required to
realise this opportunity.
We are proud to be in
the FTSE Russell Green
Mark 2025 cohort.
The Green Mark is an
accreditation which recognises
companies whose products
and services have net positive
environmental benefits. The
demanding 50% green revenues
means that only 6% of UK listed
companies receive the mark.
Our continuing drive to increase strong
low-carbon sales reflect our commitment
to the global green economy. 2025 is our
fifth year holding the Green Mark.
Green Mark
Low-carbon sales
71.2% (77.3% organic)
Avoided emissions
1,979,945
tCO
2
e
Heat recovery products
28.5% (32.5% organic)
71.2%
of our sales are EU Taxonomy-eligible
These sales fall under the EU Taxonomy
category ‘3.5 – Manufacture of energy
efficiency equipment for buildings’
and are specifically related to climate
change mitigation.
Metrics and
targets
EU Taxonomy
Our transition opportunity
58 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Sustainability continued
We report transparently
and consistently
We present our sustainability-related
governance, policies and data in accordance
with all the applicable regulations and aim to
follow best practice.
We report within this Annual Report and
Accounts in line with:
• The Task force on Climate-related Financial
Disclosures (TCFD) (pages 65 and 178 to 190);
• The Sustainability Accounting Standards Board
(SASB) (page 180);
• The Sustainable Finance Disclosure Regulation
(SFDR) Principal Adverse Indicators (PAI) (page
179); and
• all relevant company and listing rules.
Following the amendments to the EU Corporate
Sustainability Reporting Directive (CSRD) adopted
in February 2025, Volution Group plc are not in
scope of the directive. We will explore the use of
voluntary frameworks, including GRI, to enable
further transparent and consistent reporting in
future reports.
Our ESG-related policies can be found on
our corporate website:
https://www.volutiongroupplc.com/about-us/
governance/policies
Sustainability is integrated into
Group governance
The Sustainability Committee is integral to
the decision-making process of the Group
as it pertains to sustainability-related issues.
More details of the governance structure and
processes can be found in the Governance
section (page 88) and in the TCFD section
(page 65 and 178 to 190).
The Group’s Sustainability Committee is formed of
our senior leadership team including representatives
from each business, and is attended by our
Non-Executive Director (NED) Amanda Mellor.
The Committee met twice in the year and
discussed key issues impacting the Group.
The Committee reviewed progress on
sustainability matters. Each business presented
their actions, plans and performance against
emission reduction targets. It was noted that
good progress was being made, and efforts will
need to continue to ensure future targets are met.
The Committee noted the increasing demands
for sustainability-related data both internally
and externally and the need for continuous
improvements in measurement and collection
methodology, and will consider investment in
improved systems for collecting sustainability
data in the coming year.
Employee
engagement
Celia Baxter
Designated NED for
Employee Engagement
People section
Pages 72 to 79
Sustainability Committee
Responsibility for the development and implementation
of the Volution sustainability strategy and initiatives,
covering Product, Planet and People.
The Sustainability Committee is chaired by the Chief
Executive Officer and is attended by the designated
Non-Executive Director for Sustainability Matters,
Amanda Mellor.
Board
DEI Committee
Reports to the
Sustainability
Committee
People section
Pages 72 to 79
Sustainability governance
59 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Products
Improving air quality
and reducing
emissions
Our ambition
To champion the
energy saving potential
of our products and
solutions and support
the net zero ambitions
of the countries in which
we operate.
To continue to develop
clean air solutions that
protect people’s health
and increase their comfort
in an ethical and
responsible way.
60 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

We define low-carbon
products as those that
deliver energy savings once
installed in their intended
application – both in
new buildings and in
refurbishments. Specifically,
if a product helps a building
use less energy in normal
operation, and does so
beyond the legal minimum,
we count it as low-carbon.
By driving our low-carbon sales, we know we are
delivering on our purpose to provide healthy
air sustainability.
New build
In new buildings, ‘qualifying products’ reduce
energy use and associated carbon emissions,
verified through national calculation methods
or recognised efficiency schemes.
Across our European businesses, this is
shaped by the Energy Performance of Buildings
Directive (EPBD), with each country operating
its own models.
In the UK, qualifying products include those in
the Standard Assessment Procedure (SAP) –
transitioning to the Home Energy Model (HEM)
– and those that are listed in the Product
Characteristics Database (PCDB). For non-
domestic projects, the Simplified Building Energy
Model (SBEM) provides the verification route.
In Germany, qualifying reductions are
demonstrated using DIN V 4701-10:2003-08
with DIN V 4108-6:2004-03, or the DIN V
18599-6:2018-09 suite.
We also recognise products validated through
frameworks that identify energy-saving measures,
such as the UK Energy Technology List (ETL), and
in Australia, products that contribute to higher
star ratings under NatHERS (Nationwide House
Energy Rating Scheme).
Refurbishment
In building refurbishment, our baseline is
the regulatory minimum required for sale or
installation. Products that merely meet these
thresholds are ‘entry level’ and excluded from our
low-carbon definition. To qualify, a product must
exceed the minimum and provide demonstrable
energy savings when replacing a standard
product or when added to an existing building
or application.
Defining low-carbon sales
and why they matter
Typical qualifying examples include controls
and automation that cut unnecessary run-time
(presence/CO
2
/humidity sensors and demand-
controlled ventilation) and our DC/EC-motor
extract fans, which use significantly less electricity
than traditional AC fans while improving
controllability and acoustics. Where credible data
is available, we also consider interoperability
benefits – e.g., controls that integrate with Building
Management System (BMS) platforms to optimise
whole-system efficiency.
Australia
Following the acquisition of Fantech, a greater
share of our sales now comes from markets
beyond the scope of the EPBD and from less
regulated commercial and industrial applications.
Combined with a varied climate and generally
lighter regulation, this has diluted the proportion
of sales in our low-carbon category.
In Australia, fans must meet Minimum Energy
Performance Standards (MEPS) under AS/NZS
1359.5, aligned with IEC 60034-30-1. We treat
MEPS as a regulatory minimum; products that
only meet this bar are therefore excluded.
The Department of Climate Change, Energy, the
Environment and Water (DCCEEW) is consulting
on tighter, European-style efficiency requirements.
As these lift baseline performance, operational
emissions will fall even for standard products,
helping our Scope 3, Category 11 performance
over time.
Products continued
ClimaRad Care H1C
Inventer Taris
Ventair SkyFan
61 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Products continued
What’s excluded (and why)
We do not include products whose primary claim
is durability or end-of-life recyclability alone, nor
products that require unusual operating patterns
to deliver savings. Our focus is operational
energy reduction verified by accepted calculation
methods or widely used, independent schemes.
How we measure
We use the nationally accepted calculation or
rating tool for each market as first-line evidence
for many of our products. Where products are
listed on official databases (such as the Product
Characteristics Database (PCDB)) or eligible
under recognised schemes (such as the Energy
Technology List (ETL)), this provides transparent,
auditable support.
Heat recovery sales are tracked separately and
disclosed as a sub-category of our low-carbon
mix. We avoid double-counting by assigning
each product a single verification route and
excluding bundles where the same saving could
be claimed twice. Our definition focuses on
operational energy. Where robust embodied-
carbon data exists, we disclose it separately and
do not include it in low-carbon sales unless there
are clear and measurable reductions in energy.
Customer-driven
For customers, low-carbon products usually
mean lower running costs, improved comfort
and regulatory compliance with headroom.
A typical residential application might be
replacing a continuously running AC extract fan
with a demand-controlled EC model: the building
maintains air quality, but the fan runs only when
needed, and at lower power.
In commercial settings, linking sensor-led
ventilation within a BMS can reduce out-of-hours
consumption and smooth out peak demand,
often delivering rapid financial paybacks.
Heat recovery units further improve efficiency
by capturing energy that would otherwise be
lost in exhaust air and using it to pre-condition
incoming supply air. This significantly reduces
heating demand in many climates – delivering the
same, or even better, indoor air quality with fewer
kilowatt-hours.
What we’re prioritising next
We are accelerating EC/DC motor substitutions
across key product lines, expanding our heat
recovery offerings and introducing additional
demand-led controls and sensors. This
roadmap focuses on practical, high-impact
upgrades that shorten customer paybacks and
lock in long-term energy savings.
This year, 71.2% of our sales came from low-
carbon products – supporting UN SDGs 3, 7, 11
and 13 – and we aim to grow this share through
targeted innovation, clear evidence and
transparent reporting.
How heat recovery ventilation works
Heat Recovery Ventilation (HRV) is a system
designed to improve indoor air quality and
energy efficiency by exchanging stale indoor air
with fresh outdoor air while retaining much of the
heat energy. Here’s how it works:
Stale air extracted from the house
Air exhausted to outside after the heat has
been recovered
Fresh incoming air from outside
Warm air introduced to the home after
recovering heat
62 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Products continued
Avoided emissions
Employing heat recovery ventilation solutions
in airtight, insulated buildings enables marked
reductions in the energy used for heating and
cooling. Alongside these energy reductions and
correlated financial benefits, there are significant
carbon emissions that are avoided when
compared with alternative, base-line ventilation.
Building on the model that we designed
in collaboration with the engineering consultants
Arup, and updating for carbon conversion
factors, this year we have again calculated the
avoided emissions from our heat recovery
products sold in the current year, over the lifetime
of those products sold.
Our heat recovery products consistently reduce
energy consumption throughout their useful life,
thereby avoiding emissions for more than just a
single year. Further, with every successive year,
the sales contribute to the growing installed
base, leading to cumulative emission reductions.
We have, however, assessed only the lifetime
emissions of heat recovery products sold in FY25.
The estimates of the equivalent number of
homes and cars shown are subject to the same
assumptions, limitations and sensitivities of the
calculation of the reported avoided emissions,
and further by the assumptions and limitations
of the average emissions for homes and cars
published by the Office for National Statistics
(ONS) and the Department for Transport (DfT)
and used for the calculations.
Definition – avoided emissions
Avoided emissions are those emissions
avoided from the use of Volution Group
heat recovery products when compared
with alternative measures of ventilation.
Avoided emissions are not included within
Scope 1, 2 or 3 emissions, and do not form
part of reporting of total emissions or net
zero targets for the Group.
Details about the methodology used and
assumptions and uncertainties inherent in
the calculation can be found on page 187.
63 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information
1. Calculated by taking the Volution reported avoided emissions of 1,979,945 tCO
2
e
and dividing by the median emissions for an existing dwelling in England for one year (Office
for National Statistics (ONS), 2023).
2. Calculated by taking the Volution reported avoided emissions of 1,979,945 tCO
2
e and
dividing by the overall average emissions per mile for UK diesel automobiles (DfT, 2024)
assuming 7,000 miles driven per annum per vehicle (DfT, 2024).
638,266
homes’ carbon dioxide
emissions for 1 year
1
1,026,738
cars off road for 1 year
2
1,979,945
tCO
2
e
Avoided emissions from the use of our heat recovery
products sold in FY25 over their lifetime of use
The same as:
or

Planet
Volution is
committed
to a net zero
carbon future
Our ambition
To champion the
energy saving potential
of our products and
solutions and support
the net zero ambitions
of the countries in which
we operate.
To continue to develop
clean air solutions that
protect people’s health
and increase their comfort
in an ethical and
responsible way.
64 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Compliance Statement
We are committed to consistent and transparent reporting aligned
to the recommendations of the TCFD and will continue to work with
our stakeholders to provide comprehensive data.
We comply with the Financial Conduct Authority’s (FCA’s) Listing
Rule 6.6.6(8)(a) and within this Annual Report and Accounts make
disclosures consistent with the 2017 TCFD recommendations as
well as the updated TCFD 2021 guidance, across all four of the
TCFD pillars: Strategy; Governance; Risk Management; and Metrics
and Targets.
In preparing our disclosures, we considered the industry-specific
guidance for the materials and buildings/construction industry,
and so disclose data on our assets vulnerable to climate risks,
and executive remuneration. We do not consider other industry-
specific metrics as material for the Group.
The highlights are included in this section of the Annual Report,
with more detail provided on pages 181 to 184.
We are committed to further improving our reporting and
disclosures in future, including, but not limited to, further
enhancing the accuracy of our emission data, and the
sophistication of our scenario analysis.
Planet continued
Task Force on
Climate-related
Financial
Disclosures
TCFD pillars
2. Strategy
Our sustainability ambition is to champion the energy saving
potential of our products and solutions and support the net zero
ambitions of the countries in which we operate. The regulatory
tailwinds should significantly increase demand for our
sustainable and innovative ventilation solutions, while our
leading position in the UK, Continental Europe and Australasia
ventilation markets means that we are well positioned to seize
this opportunity.
Our strategy is shown on pages 10 to 11, and more detailed
TCFD Strategy pillar disclosures are provided on pages 181
to 184.
3. Risk Management
The opportunities that are available to us are a key driver to our
Sustainable Growth Model. Our organic growth is driven by our
local businesses taking the opportunities available to them in
each market, driven in part by the local regulatory tailwinds
(see page 22). Our drive to innovate and develop new products
ensures that we are able to maintain a leadership position in
low-carbon and heat recovery products. Our growth from
acquisition targets successful businesses that specialise in
low-carbon and heat recovery products.
The climate risks and opportunities are described on pages
70 and 71, and more detailed TCFD Risk Management pillar
disclosures are provided on pages 181 to 184. Our strategic
climate opportunity is defined on page 58.
4. Metrics and Targets
We disclose all Scope 1, 2 and 3 carbon emissions and have set
detailed annual targets, and we have distributed these targets
to each of our local businesses.
Our metrics for the percentage of our total revenue that is from
low-carbon and heat recovery products tracks the extent to
which we are utilising the opportunities that climate change
brings. The success of our investments and capital allocation,
both in terms of plant and equipment and in the acquisition of
low-carbon businesses, is reflected in increased sales from
these products.
We have aligned our revenue with the EU Taxonomy and
continue to report under the FTSE Russell Green Economy
taxonomy. We believe these externally reported metrics allow
us to demonstrate the success of our continued delivery
against our sustainable growth strategy.
Our FY25 emissions and performance against targets are
shown on page 66, and more detailed TCFD Metric and
Targets pillar disclosures are provided on pages 185.
1. Governance
Climate change is embedded in the governance structure of
the Group through a decentralised local ownership, overseen
by Group leadership and under the ultimate oversight of the
Board. The Board is collectively responsible for promoting the
long-term sustainable success of the Company, generating
value for shareholders and contributing to wider society.
The governance structure is shown on page 59, and more
detailed TCFD Governance pillar disclosures are provided on
pages 181 to 184.
65 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

2015
34.1
2016
28.1
2017
25.5
2018
27.9
2019
20.8
2020
19.4
2021
15.1
2022
12.3
2023
12.3
2024
12.8
2025
12.0
Planet continued
A milestone in our
sustainability journey
Our targets have been
approved at the most ambitious
designation available through
the SBTi process.
Following a rigorous evaluation process,
the SBTi has confirmed that our targets
meet the SBTi’s Net-Zero Standard
Criteria and Near-Term Target Criteria
and Recommendations. This approval
demonstrates our commitment to reducing
GHG emissions in line with the latest
climate science.
From a 2023 baseline, we have committed
to reducing short-term absolute Scope 1
and 2 emissions 63% by 2034 and Scope 3
emissions by 58.8% from the same baseline.
We have also committed to reducing
our absolute Scope 1, 2 and 3 emissions
90% by 2050, from a 2023 baseline,
our net zero commitment.
Achieving these targets requires
action at every level of our organisation. We
continue to find new solutions, operational
efficiencies and partnerships to accelerate
our transition to a low-carbon future.
Our direct operational (Scope 1 and
2) emissions will be reduced by:
• Transitioning our facilities from gas to
electric heating
• Adopting renewable energy contracts
• Investment in on-site renewable generation
• Transitioning our vehicle fleet to electric
where and when possible
• Investment in more energy efficient plant
and equipment when replaced or when
increasing capacity
• Installing LED lighting and energy controls
throughout our sites
Most of our emissions are indirect
(Scope 3). While national
commitments to decarbonise
electricity grids will help lower
emissions from the use of our
products, we will also:
• Drive low-carbon sales & continue to
develop innovative, lower-carbon products
• Increase the use of recycled plastic within
our manufactured products
• Insource production wherever possible
• Work with our supply chain to increase the
use of sustainable, lower-carbon inputs
• Reduce air freight to the minimum
Our carbon
targets
Our strategy
Total absolute Scope 1, 2 & 3
emissions (tCO
2
e)
772,715
Organic increase of 16.7%
due to increased sales and
product mix impact on energy
used by our products over
their life.
While our targets follow a
steady glide path, we expect
year-on-year variations as our
product mix evolves and grid
decarbonisation progresses.
(Total emissions of 1,215,342
including Fantech).
Scope 1 & 2 carbon intensity
(tCO
2
e /£m revenue)
12.0
6.25% lower than FY24
(FY24: 12.8)
Reduction as a result of energy
efficiency actions taken in the
period and revenue growth.
Scope 1 & 2 absolute market based
emissions (tCO
2
e)
2,568
Broadly in line with SBTI
target on a like for like basis.
(FY24: 2,566)
64.8%
10-year reduction
Carbon intensity trend (tCO
2
e /£m revenue)
66 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

700,000
tCO
2
e
600,000
500,000
400,000
300,000
200,000
100,000
2024 2023 2025
0
Volution Carbon
reduction plan
Actual emissions
SBTi target glide path
2024 onwards
Reduction in Scope 3, Category 11 – ‘emissions from use of our
products’ due to grid decarbonisation – aligned to commitments made
by governments in the countries in which our products are sold
2026
75% of our revenue from low-carbon products
90% recycled plastic in our products
2028
All locations on renewable energy tariffs
90% of air freight switched to sea freight
2030
Natural gas reduced by 50% at UK sites
100% electric fleet
2040
Natural gas removed at UK sites
Planet continued
Our pathway to net zero
2023 baseline
Our targets are to reduce Scope 1 and 2 emissions by 63% by
2034 and all emissions by 90% by 2050. Our targets include an
underlying growth in the business of 2% p.a. While our targets
follow a steady glide path, we expect year-on-year variations as
our product mix evolves and grid decarbonisation progresses.
2050
net zero
target
2034
near-term
target
67 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Circular
economy
G
r
e
e
n
i
n
g
d
i
s
t
r
i
b
u
t
i
o
n
a
n
d
l
o
g
i
s
t
i
c
s
C
i
r
c
u
l
a
r
s
o
u
r
c
i
n
g
I
n
n
o
v
a
t
i
o
n
f
o
r
t
h
e
f
u
t
u
r
e
0% waste
to land�ill
Planet continued
121,108 KWh
energy generated from on-site solar panels
in FY25.
564
additional solar panels installed at production
facility in Sarajevo, along with heat pump,
removing gas use entirely in normal operations.
60,000 km
of truck travel saved by investing in insourcing
metal production in our Voltair business.
80-90%
savings in paper use in UK, Germany
and Nordics through ERP upgrades and
hand-scanner investment.
>80%
reduction in emissions from air freight since
FY23 SBTi base year – assessing suppliers for
efficiency and swapping to sea freight.
30%
efficiency gains from investment in extrusion
machines in our UK facility.
FY25 actions
Progress and actions
Investments that reduce our footprint
and enhance efficiency
Contributing to the
circular economy
We support the transition to a low-carbon economy. Using
recycled plastic in our products, optimising logistics for
greater efficiency, and targeting zero waste to landfill –
turning waste into value.
68 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

3D Load optimisation (ERI), ensuring every truck is full
and minimising emissions
Recycled plastic use in our Nordics business rapidly
increasing due to investment and learning from VVUK
Planet continued
Circular sourcing - recycled plastic waste
Since 2021, we have set ourselves stretching
targets to increase the amount of recycled plastic
in products manufactured at our facilities. Initially
an ambition, we have invested and innovated to
the point where c.90% of our UK plastic inputs
were from recycled sources in FY25, and we
finished the year at 83.9% of plastics in total for
the Group. Whilst short of our 90% goal, further
activity is planned over FY26 to continue to
increase recycled plastic usage.
In the UK, we collaborate with electricals retailer
AO to recycle plastic from refrigerators, winning
the BEAMA Net-Zero Collaboration Award in FY24.
Recycled plastic in our products
83.9%
5.8pp higher than FY24 (FY24: 78.1%)
22%
reduction in virgin plastic used in FY25 by weight
Relevant material topics
1, 3, 5, 6
Greening distribution and logistics
Reducing the impact of distributing our product
is a key activity in our sustainability journey. We
have increased the efficiency of our distribution
systems to reduce the total number of journeys
needed. With increasing product demand,
consistency and planning are key in maintaining
efficient delivery and customer satisfaction. In
the UK, careful monitoring of ‘Delivery In Full
and On Time’ (DIFOT) KPIs ensures efficient
shipments to customers, increasing to 85% in
FY25. In North Macedonia (ERI) operations use
visual aids and customised software to enhance
logistics planning. Many products are bespoke
with different sizing, and careful planning ensures
optimal truck loading and routing, so that each
truck is a full truck.
Relevant material topics
1, 4, 6
Targeting 0% waste to landfill
In FY24, we started to transition our UK activities
to ‘zero waste to landfill’, which has continued
to be successfully implemented in FY25. The
programme has expanded across the Group, now
with only 9% of total operational waste going to
landfill in FY25.
Relevant material topic
4
Innovating for the future
Reducing our environmental footprint will take
time and while we have made further progress
this year, we will continue to work on circular
economy principals. In FY25 86% of R&D
investment was related to low carbon products.
Relevant material topics
1, 3, 4, 5, 6
69 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Physical risk – acute and chronic
Changing weather patterns, linked to climate change, may directly
damage our production facilities or disrupt our supply chain.
Scenario 1.5°C
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4°C
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
Our main production assets are not exposed to direct risks of
extreme weather or other impacts of climate change over the
short or medium term. We engage with our supply chain and
maintain alternative sources and sufficient inventory to avoid the
impact of short-term disruption. Our geographic spread from our
international acquisition strategy helps to mitigate the impact of
local disruption.
Impact on financial statements
There is no material impact on going concern, impairment or useful
economic lives of our assets, nor any required increase in opex or
capex to mitigate or replace our assets.
Associated principal risk
1, 2
Metrics and targets
Continued monitoring of each of our significant locations and
portfolio of owned properties.
Climate risks and
opportunities
Ventilation and low-carbon cooling
and heating technologies remain a
key aspect of building adaption in all
the climate scenarios that we have
considered, and Volution’s purpose,
business model and strategy continue
to be appropriate under each
scenario. However, there are risks
in the short, medium and long term
that we continue to monitor.
When preparing the consolidated financial statements on pages
136 to 170, the Directors considered the impact of climate change
risks and opportunities, and the actions necessary to achieve the
targets set for carbon emissions reductions.
After careful consideration of these factors, the Directors
concluded that there are no material impacts to the assumptions,
estimates or judgements used in the preparation of those accounts
relating to climate change.
When assessing the carrying value of tangible and intangible
assets for impairment at the balance sheet date, we considered
the impact of climate change under the three scenarios presented
and concluded that there was no material adverse financial impact
over the period of assessment that could lead to impairment. Our
analysis of the resilience of our main locations to the physical risk
of climate change also showed us that there is no impact on the
useful lives of our material physical assets.
Our carbon reduction targets and net zero commitments have
been carefully considered, and we have concluded that the actions
that we will take do not have a material adverse impact to future
cash flows. Our short-term commitments such as reducing air
Planet continued
freight, increasing recycled plastic, moving to 100% renewable
tariffs, and moving to a fully electric vehicle fleet do not require
material incremental investment, and the longer-term active
reductions alongside the passive market reductions do not
materially adversely impact future cash flows.
This continued success in delivering carbon reductions whilst not
impacting profitability has been demonstrated over the past ten
years, which has seen a reduction in Volution Scope 1 and 2 carbon
intensity of 64.8%.
Scenarios
Our climate change risks were assessed against NGFS climate
scenarios, with assumptions informed by regional adaption plans
and risk assessments.
Sustainable transition – 1.5°C – Inreasingly ambitious climate
policies are implemented at a steady pace, allowing market
reaction and the introduction of technology-based solutions.
Demand for energy efficient products will increase steadily with
strong governmental policies for climate adaption in the built
environment relating to thermal comfort and energy efficiency.
Adaption – 2°C – Current policies continue into 2030, when
stronger climate policies are enacted to enable net zero targets to
get on track. Demand for energy efficient products will increase
with strong governmental policies for climate adaption in the built
environment relating to thermal comfort and energy efficiency.
Disorderly transition – 4°C – Current policies continue into 2030,
but delayed incremental climate action results in physical risks and
heightened social and economic disruption. Demand for energy
efficient products remain at least at the current levels.
Timeframe
The timeframes used when identifying risks are short term (less
than five years) – the period over which we prepare bottom-up
plans, medium term (5 – 15 years) – the period over which our
continued strategy to provide healthy air sustainability under
our strategic pillars will be delivered including specific targets
to reduce carbon, and long term (beyond 15 years) – the period
aligned to the useful economic life of some of our property assets
and where the potential impacts under different scenarios are less
certain. These different periods have allowed us to assess risks and
opportunities that are immediate and well defined and those which
may arise over time but which are much less certain.
Minimal financial
impact to the Group
Some financial impact
to the Group but not
material
Material financial
impact to the Group
Potential impact
70 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Transition risk – policy and legal
Governments may implement taxes or charges which penalise
businesses that do not reduce carbon, also increasing the input
cost of energy, freight and materials.
Scenario 1.5°C
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4°C
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
We engage with our suppliers to positively challenge and improve
our production supply chain with a focus on eliminating waste,
minimising emissions and maximising efficiency. Our carbon
reduction targets mitigate potential penalties or charges.
Impact on financial statements
There is no material impact on going concern, impairment or useful
economic lives of our assets, nor any required increase in opex or
capex to mitigate or replace our assets.
Associated principal risk
4, 9
Metrics and targets
Gross profit margin, adjusted operating profit margin.
Transition risk – policy and technology
Governments may implement stricter regulation, rendering
elements of our product portfolio non-compliant.
Scenario 1.5°C
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4°C
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
As active members of trade associations across our Group, we
influence directional change in building regulations and improve
industry guidance. We are committed to investing in innovation
to support breakthroughs in sustainable living and ensuring that
emission reduction is a core consideration in our solution design.
Impact on financial statements
There is no material impact on going concern, impairment or useful
economic lives of our assets, nor any required increase in opex or
capex to mitigate or replace our assets.
Associated principal risk
7, 9
Metrics and targets
Percentage of revenue from low-carbon and heat recovery products.
Transition risk – reputation
Investors and lenders may show a preference to allocate capital to
businesses with smaller climate impacts, and customers may select
competitors which are perceived as having delivered on their plans
to reduce carbon.
Scenario 1.5°C
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4°C
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
Sustainability is at the heart of our purpose and key to our strategy.
We have appropriate governance and KPIs in place to ensure
delivery of our strategy. We continue to engage with our investors
and lenders and are confident our strategy is well understood.
Impact on financial statements
There is no material risk that we would be unable to raise sufficient
funds for future business requirements that could impact our
growth strategy, going concern or viability.
Associated principal risk
N/A
Metrics and targets
Availability of financing and share price.
Planet continued
Minimal financial
impact to the Group
Some financial impact
to the Group but not
material
Material financial
impact to the Group
Potential impact
71 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

People
Developing a work-
environment that is
engaging, inclusive
and safe
Ventilair Belgium awarded Voka Charter for
Sustainable Entrepreneurship second year in a row
Our ambition
To continue to develop an
engaged and inclusive
workforce where our
employees feel valued and
can fulfil their potential.
To build relationships
with the local community,
provide support where
needed and leave a
lasting legacy.
To place the highest
priority on health
and safety as we
continue to pursue our
zero-harm ambition.
72 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

People continued
The health, safety, and wellbeing of our people
remain at the heart of everything we do. We are
committed to providing a safe and supportive
working environment across all our sites, with
a strong focus on proactive risk management,
continuous improvement, and employee
engagement.
During the year, we continued to strengthen our
health and safety culture through a combination
of training, leadership involvement, and
investment in safer processes and technologies.
Regular audits and reporting ensure that safety
remains a shared responsibility across all levels
of the organisation. Reflecting this ongoing
commitment, our employee engagement
score on the factor “Safety is a top priority
in my organisation” improved by 4 points
demonstrating growing confidence in our
safety-first approach.
We are pleased that our reported accident
frequency rate is down 15% on last year. Our
ambition however remains zero-harm, and we
continue to work at a local level to reduce the
risk of accidents further
Wellbeing remains a key focus across the Group.
This year, we expanded initiatives to support
mental health and build employee resilience.
At Fantech Australia, Wellbeing Week offered
a range of activities to promote physical and
mental self-care. From yoga and trivia to a
positivity wall and a dedicated wellbeing lounge,
the week encouraged employees to pause,
connect, and recharge.
“Wellbeing Week was a fantastic reminder to
prioritise self-care,” said Sarah Martin, Credit
Officer at Fantech. “The EAP session and daily
tips were really helpful, and the wellbeing lounge
provided a great space to relax and engage with
colleagues. It struck a great balance between
learning and fun.”
Health, safety
& wellbeing
Reportable incidents
0.17
per 100,000 hours worked
(FY24: 0.2 per 100,000 hours
worked)
Minor incidents
0.19
per 100,000 hours worked
(FY24: 0.18 per 100,000 hours
worked)
Incidents
73 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

81 82 74
75
80 76
People continued
Strengthening
engagement to
support long-
term growth
We’re building a culture where people feel heard,
valued and supported - because when our
people thrive our business grows with them.
This year, we ran our second Group-wide
employee engagement survey - Volution Voices
and welcomed approximately 300 colleagues
from the recently integrated Fantech group in
Australasia to participate. Understanding their
experience during the integration and capturing
their sentiment was a key priority for us.
While the overall Group engagement score saw
a modest increase from 74 to 75 (slightly above
the global external benchmark), we experienced
notable improvements in the specific areas targeted
following the previous survey (see page 75).
The scores reaffirmed the strength of our core
business fundamentals, with high scores in
Purpose (81), Safety (82) and Innovation (74).
Our colleagues expressed a strong sense of
confidence in the executive leadership team
which stems from the leadership’s clear vision,
decision-making and effective communication.
The executive team is perceived as being
transparent and approachable, which fosters trust
among colleagues. Our colleagues appreciate the
Company’s dedication to sustainability and ethical
practices, both in the products it offers and in its
operational processes. As a result, there is a strong
sense of purpose and pride in being part of an
organisation that prioritises the greater good.
While we have made progress in the areas of
growth and recognition, we acknowledge that
there is still more work to be done to strengthen
these further.
Volution Voices
Our Group-wide employee engagement survey
Overall
engagement score
“I am proud to work
for my organisation”
“I would recommend
my organisation as a
great place to work”
“My organisation is
strongly committed to
making a positive
impact on the
environment
and society”
“Safety is a top priority
in my organisation”
“Regardless of
background, everyone
in my organisation has
an equal opportunity
to succeed”
74 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

People continued
From insight to action: Tracking our employee engagement improvements in FY25
Enabling growth through
people development
Line managers are crucial in fostering learning opportunities
and developing our talent. In FY25, we launched a new
training programme for first-line managers, aimed at
equipping both new and experienced leaders with key skills
in performance management, coaching, inclusion and
development planning. Additionally, we announced a pilot
CEO Mentoring Programme to deliver targeted development
support for our high-potential talent. We have also
significantly increased apprenticeship-based training, further
strengthening our commitment to employee growth.
Volution Voices
“I have good opportunities to learn and grow in my
organisation”
2025
2024
72
68
Fostering belonging by
strengthening communication
and collaboration
We further enhanced our bi-annual employee forums
and senior manager briefings, ensuring they were both
informative and highly interactive. Meanwhile, leadership
teams in the Nordics and the UK began a focused team
development journey, facilitated by external coaches,
to foster stronger cross-functional collaboration.
Volution Voices
“Teams at my organisation collaborate effectively to get
things done”
2025
2024
73
70
Boosting engagement
through better wellbeing
There’s no one-size-fits-all approach to wellbeing, which
is why we’re investing in a range of initiatives to meet the
diverse needs of our people. From employee assistance
programmes to physical and mental wellbeing awareness,
our goal is to create an environment where every employee
feels supported and able to thrive.
Volution Voices
“My organisation takes a genuine interest in the well-
being of employees”
2025
2024
74
71
“The leadership team development journey
was both inspiring and deeply insightful.
One of the key takeaways was gaining a better
understanding of our individual differences and
how these influence the way we communicate
and collaborate. This awareness has strengthened
our ability to effectively support one another in
working toward our shared goals.”
Monica Tornqvist, Marketing Manager (Sweden)
75 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

People continued
Anthony Lamaro
Regional MD Australasia
Andreas Lofstrand
Regional MD Europe
(Nordics/West)
Koen Groenewold
Regional MD Europe
(Decentralised Heat Recovery)
Establishing our regional leadership model
Anthony joined Fantech in 2006 as a Sales Representative and
has since progressed through a range of senior leadership roles,
including Sales Director and, in 2020, Managing Director of
Fantech Australia. Following the acquisition by Volution Group,
his responsibilities expanded to include oversight of Fantech’s
operations in New Zealand. Today, Anthony leads all Volution Group
businesses across Australasia, leveraging his wealth of experience
in the industry. Anthony brings a strong commercial mindset and
a collaborative leadership style, driving initiatives that reinforce
Volution’s position as a market leader in air movement solutions.
Andreas joined Volution Nordics in 2013 as Finance Director and
in 2018 expanded his role to include Operations. In 2020, he was
appointed Managing Director for Volution Group companies in
the Nordics. With the recent formation of Volution’s regional
organisational structure, Andreas has assumed a broader European
leadership role to include France, Belgium and Netherlands. His
financial expertise, operational insight, and strategic leadership
will enable him to drive growth and innovation across the region.
Koen joined Volution in 2024 to succeed the founder of ClimaRad,
which was acquired by Volution in 2020. As part of the Group’s
new regional structure, he now leads operations in Germany and
is responsible for Decentralised Heat Recovery across Europe.
A qualified accountant, Koen brings extensive experience from
senior global finance leadership roles. In addition to his role
at Volution, he serves on the supervisory board of FC Twente,
reflecting his broad leadership capabilities and commitment
to community engagement.
76 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

People continued
In FY25, we took important
steps to reinforce our
leadership structure to
match our ambitions.
We introduced three new
regional Managing Director
roles – two in Europe and
one in Australasia –
all promoted internally,
reflecting our talent
development focus. These
leaders bring proven
expertise, deep regional
knowledge, and alignment
with our long-term vision.
Q
How are you creating a sense of
connection and belonging within the
region and wider Volution Group?
Anthony Our emphasis on collaboration,
knowledge sharing, and mutual respect has
fostered strong regional ties. Support from global
and local teams – including technical, marketing,
and finance – underpins our shared goals. The
‘think globally, act locally’ mindset helps us
execute strategies aligned with global standards
while supporting regional needs.
Andreas Group values like People, Product,
and Planet create shared identity. Encouraging
cross-business cooperation and building
relationships are essential for future success.
Progress has been made, but continued effort
is needed to deepen collaboration.
Koen We can leverage the expertise within the
individual brands and corporate office. My
challenge is to foster the local importance of
individual companies and their products, but also
to seize opportunities for increased cross-border
collaboration and demonstrate that we work daily
towards shared Volution goals and standards.
Q
How do you see regulation driving
sales in the next few years?
Anthony Australasia has historically lagged
behind the UK and Europe on indoor air quality
and energy efficiency driven partly due to
housing shortages in New Zealand and Australia.
This short-term underdevelopment presents
opportunities as governments work to increase
housing supply. Long-term, product sales will grow
as regulations update toward UK and European
standards. Demand for higher-performance
solutions will rise from homeowner awareness,
even as regulatory changes are slow. In industrial
markets, upcoming regulation on fume levels will
drive demand for ventilation systems.
Andreas Regulations will become more
complex, but our compliance team is proactive,
ensuring products meet future laws. Our focus
on heat recovery products positions us well for
upcoming regulatory shifts, creating upselling
opportunities as the industry transitions from
traditional fans to energy-efficient heat
recovery systems.
Koen Residential construction is a prominent
topic in the upcoming Dutch elections. At the
same time, investments in sustainability continue,
both in new construction and renovations.
Tightening requirements for energy consumption
(Ecodesign) and environmental impact (such as
MPG) are stimulating demand for smart ventilation
solutions. New subsidies are also creating
opportunities in the private housing market,
where we currently have limited presence.
Q
What are your strategic priorities for
the region?
Anthony Since becoming Regional MD,
I have concentrated on understanding regional
businesses, leveraging their strengths and
sharing knowledge to support growth. We aim
to expand product offerings and protect our
market shares, especially where we currently
lead. Growth opportunities include increasing
awareness around indoor air quality, expanding
manufacturing capabilities, and strengthening
supply chain relationships across Asia and Europe.
Andreas Improving collaboration and knowledge
sharing between businesses and with the wider
Group, introducing more Group products into
existing channels, and emphasizing sustainability
to reinforce our market position. Each local
market has unique opportunities, and we focus
on land-specific strategies to maximise growth.
Koen The ClimaRad decentralized Heat Recovery
Ventilation solutions offer controllable temperature
(heating and cooling) and ventilation quickly and
effectively, easy installation without ducts. Air
quality requirements demanding our products
and we aim to be and remain the best supplier
in this field. Through product development and
improvements, combined with sustainability and
circularity initiatives, we aim to protect and expand
our market share in the Netherlands and be
competitive with centralized solutions through the
aforementioned key selling points. In Germany, we
aim to restore our market share in inVENTer and
gain a foothold with ClimaRad.
77 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Women in HVAC&R New
Zealand Diversity Award
“Receiving the Women in HVAC&R New
Zealand Diversity Award has been an
incredibly meaningful milestone for me. This
award recognises individuals driving diversity,
equity, and inclusion within the HVAC&R
industry – those who identify bias, champion
change, and create inclusive spaces.
“Over the past five years, I’ve had the
privilege of helping grow the Women in
HVAC&R network from a small group into a
vibrant community, with nearly 40 attendees
at our latest event. From hosting educational
sessions to building connections across the
industry, it’s been a labour of love supported
by an amazing team and generous sponsors.
“Through this journey, I’ve developed both
personally and professionally, gaining
confidence and contributing nationally via
the Hanga-Aro-Rau Workforce Development
Council. Change takes time, but the impact
of community, collaboration and persistence
cannot be overstated. The future holds
exciting opportunities for all of us.”
Storm Harpham
Market Manager, Home Ventilation,
New Zealand
Mentoring, a catalyst
for growth
“The mentoring programme has been
playing a vital role in shaping my growth,
both personally and professionally. Even
though I’m only a couple of sessions into the
mentoring programme, the difference it’s
already making is remarkable.
My mentor has a way of spotting my strengths
and showing me how to make the most of
them, while also giving me practical, down
to earth advice for tackling the areas I want
to improve. Our check ins give me focus
and accountability, and I can already feel
my sense of direction growing clearer.
Her encouragement and belief in me are
giving me that extra push to aim higher –
and I’m genuinely excited to see where the
rest of this journey will take me.”
Divya Mukesh
Technical Author
People continued
Stronger
together
Championing inclusion,
community engagement and
ethical business practices
At the heart of our business lies a steadfast
commitment to creating a more inclusive,
responsible and connected world. Over the
past year, we have continued to champion
diversity and inclusion within our workforce,
ensuring that every voice is heard and valued.
After a year as a Coalition Member, during which
we actively engaged with and benefited from
the Construction Inclusion Coalition’s extensive
resources, we made the significant decision to
become a Strategic Partner. This new role signals
our deeper commitment to driving meaningful,
long-term change in diversity, equity and
inclusion across the construction sector. Our
community engagement efforts have deepened
our relationships with the people and places we
serve, allowing us to drive meaningful impact
beyond business. Guided by strong ethical
principles, we remain dedicated to transparency,
integrity and accountability in every aspect of
our operations. Together, these pillars shape a
sustainable and purpose-driven future for our
organisation and all our stakeholders.
Board
1. Male 57%
2. Female 43%
1
2
Senior managers
1
and direct reports
1. Male 77%
2. Female 23%
1
2
All employees
1. Male 71.27%
2. Female 28.71%
3. Prefer not
to say 0.04%
1
2
1. Legislation requires that we define ‘senior managers’
as the directors of our subsidiary companies.
However, the Board believes this information does
not provide a meaningful analysis of how the Group
operates so the data shown reflects the proportion
of senior managers by our own internal grading
system. The number also excludes Board Directors.
The statutory reporting requirements can be found
on page 97.
Find out more
https://builtonbetter.uk
78 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Wishing
Tree - Team Fantech
support families in need
Muddy Angels -
Team inVENTer support
breast cancer charity
Alpe d’Huez bike
ride - Team ClimaRad
support cancer charity
People continued
Advancing human rights and working
conditions across our supply chain
Every year brings numerous learning opportunities
for how we engage with various upstream value
chain stakeholders on how to improve working
conditions for people. In FY25, we continued to
build on our commitment to social responsibility
and ethical business practices, making meaningful
progress in shaping better outcomes for workers
across our supply chain.
Recognising the critical importance of
human rights and labour standards, we have
strengthened our approach through targeted
actions, data-driven insights and collaborative
engagement. Our goal remains clear: to ensure
that every individual within our supply chain is
treated with dignity, fairness and respect.
In FY25, we did the following in our drive to eradicate
modern slavery and improve working conditions:
• 150 people in supply chain, operations and
senior management roles were trained on
how to identify key indicators that are usually
exhibited by victims of modern slavery.
• We conducted 52 site audits and 41 desktop
audits for suppliers who fall in scope for
enhanced surveillance based on our risk
assessment criteria.
• We have continued engagement with our
£100,000 club; this is a group of 181 suppliers
with whom we spend £100,000 or more per
year. We work with them to ensure that they are
constantly reviewing their own supply chains
and finding ways to eliminate modern slavery.
• Our audit checks have discovered instances
where some employers were not providing
social security payments on behalf of their
workers. Not only was this against the local
laws, but it also left the workers at risk of not
having adequate medical insurance and
certain retirement benefits. Our positive
engagement continues, and it has already
yielded positive results for some workers.
Updates on supplier-related matters and ethical
sourcing progress were presented to the Board
as part of our broader ESG reporting. The Audit
Committee reviewed supplier audit outcomes
and monitored compliance with our Group
Modern Slavery Policy and Statement, ensuring
accountability and transparency at the
highest levels.
Together for Good: Making a difference through charity
79 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Non-Financial and Sustainability Information Statement
This section of the Strategic Report constitutes
Volution’s Non-Financial and Sustainability
Information Statement and is produced to
comply with Sections 414CA and 414CB of
the Companies Act 2006.
The Companies (Strategic Report) (Climate-
Related Financial Disclosure) Regulations 2022
amend these sections of the Companies Act
2006, placing requirements on the Group to
incorporate climate disclosures in the Annual
Report. We believe these have been addressed
within this year’s climate-related disclosures on
pages 64 to 71 and 178 to 190 and as such we
have referenced the location of these within our
statement on TCFD on page 65.
Reporting requirements Relevant policy/code Section within Annual Report
Environmental matters
• Sustainability Policy • Sustainability (pages 54 to 59)
• Climate (pages 64 to 71 and 178 to 190)
Employees
• Code of Conduct
• Health and Safety Policy
• Anti-Bribery and Corruption Policy
• Whistleblowing Policy
• Modern Slavery Policy
• Data Protection Policy
• People (pages 72 to 79)
• Board diversity (page 85)
• Gender diversity (page 85)
• Stakeholder engagement (pages 32 to 33)
• Principal risks (pages 44 to 53)
Human rights
• Code of Conduct
• Modern Slavery Policy
• Stakeholder Engagement
• People (pages 72 to 79)
• Stakeholder engagement (pages 32 to 33)
Social matters
• Code of Conduct
• Stakeholder Engagement
• People (pages 72 to 79)
• Governance (pages 81 to 128)
• Stakeholder engagement (pages 32 to 33)
Anti-bribery and anti-corruption
• Anti-Bribery and Corruption Policy
• Whistleblowing Policy
• People (pages 72 to 79)
• Governance (pages 81 to 128)
Principal risks
• Risk management (pages 44 to 53)
• Principal risks and uncertainties (pages 44 to
53)
Business model
• Business model (pages 6 to 7)
Non-financial KPIs
• Key performance indicators (pages 40 to 43)
The Strategic Report was approved by
the Board and signed on its behalf by
Ronnie George, Chief Executive
Officer, on 8 October 2025.
Ronnie George
Chief Executive Officer
8 October 2025
80 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Chair’s Introduction to Governance
Dear shareholder,
As Chair of the Company, I am pleased to
present the Governance Report for the year
ended 31 July 2025. The Report provides an
insight into the work and activities of the
Board and its Committees during the year.
Compliance with the 2018 UK Corporate
Governance Code
The Board is focused on delivering good
corporate governance which supports longer-
term shareholder value, and sets the culture,
ethics and values for the Group. I am pleased
to report that the Company has applied the
principles and complied with the provisions of
the 2018 UK Corporate Governance Code (the
2018 Code), save for the postponement of our
external Board Review (so that newly appointed
Non-Executive Directors, Celia Baxter and
Emmanuelle Dubu can fully participate).
During the year the Board reviewed and discussed
the impact of the changes to the UK Corporate
Governance Code published in January 2024
(the 2024 Code). The Board is well-prepared for
compliance with the updated version, which
will apply to the Company for the financial year
beginning on 1 August 2025.
Strategy and sustainability
The Board’s agenda this year continued to
encompass a broad range of strategically
significant matters, with particular emphasis
on the acquisition and subsequent integration of
Fantech. This transaction has been significant for
the Group, enhancing our presence in Australasia,
and broadening our capabilities to deliver
innovative solutions to our customers. In August
this year I had the opportunity to visit Fantech’s
facilities in Australia and New Zealand. I was very
impressed by the quality of the operations, the
dedication and expertise of the people I met,
and their enthusiasm for joining the wider
Volution team.
Fostering a sustainable
future by focusing on high
standards of corporate
governance
Nigel Lingwood
Chair
Their commitment to excellence and alignment
with our Group values promises much for our
shared future.
The Board also spent time during the year
reviewing the development of our product
portfolio, making capital allocation decisions,
setting risk appetite, and preparing for the
implementation of Provision 29 under the
updated 2024 Code.
Our annual July off-site strategy session
was again a valuable forum for reflection and
forward planning. Members of the executive
team provided comprehensive updates on their
respective areas, clearly illustrating how each
initiative and operational focus dovetails with our
overarching strategy and long-term ambitions.
These sessions enabled the Board to consider
current market positioning, future opportunities
and the drivers underpinning our growth
trajectory, including a thorough review of the
acquisition strategy.
On sustainability, our efforts were further
supported by regular, updates from the Group’s
Management Sustainability Committee. Amanda
Mellor, who is the Non-Executive Director
responsible for sustainability oversight, attended
these sessions and presented insights from these
meetings back to the Board. A significant
milestone this year was the Board’s approval
of new Science Based Targets initiative (SBTi)
commitments, marking major progress in
our approach to climate responsibility and
underlining our ambition to foster a more
sustainable future for all stakeholders.
81 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Chair’s Introduction to Governance continued
Board composition and succession planning
The future success and sustainability of the
Group is intrinsically linked to the depth and
quality of its talent pool, as well as the breadth
of skills nurtured throughout the organisation.
This understanding underpins our work on
succession planning, Board composition and
the development of our management teams.
The Nomination Committee, following an
extensive search, oversaw the appointments
of Celia Baxter and Emmanuelle Dubu to
the Board. Celia succeeded Claire Tiney as
Remuneration Committee Chair on 10 July 2025,
following Claire’s completion of nine years of
excellent service.
Celia brings a wealth of experience in board
governance and executive compensation,
having held many senior non-executive and
remuneration committee roles across listed
companies. Her expertise is proving valuable as
we continue to refine and develop our approach
to reward and oversight. Celia has also taken on
responsibility as Non-Executive Director for
employee engagement. Emmanuelle brings a
further important resource to the Board from
her experience gained over 30 years in leading
international engineering and manufacturing
businesses, having retired in 2024 as chief
executive of a large business based in France.
The Board is focused on fostering a diverse and
inclusive talent pipeline, recognising that a broad
spectrum of backgrounds, experiences and skills
remains essential for sustainable growth and
resilience. This is also reflected in our ongoing
oversight of the Management Development
Programme (MDP), the latest of which saw 40%
female participation – a clear demonstration of
our commitment to nurturing female talent
and building leadership capability across
all demographics.
To ensure our organisational structure keeps
pace with the Group’s continued expansion, the
Board endorsed structural changes within the
Group-wide executive management team. Over
the past year, this has included promoting two of
our strong European managers to new roles as
regional managing directors, and, following the
successful acquisition of Fantech, appointing a
regional director for Australasia.
These strategic Board and executive
appointments ensure that our leadership
framework grows in step with the scale and
complexity of our business, supporting effective
decision-making and operational excellence
across all regions.
Remuneration
We were pleased with the high level of support
from shareholders at last year’s Annual General
Meeting (AGM) for the Directors’ Remuneration
Report. Throughout the year, the Remuneration
Committee continued to review the suitability
and applicability of performance targets and
measures, particularly in light of the Group’s
acquisition of Fantech. It remains committed to
ensuring that stretching targets and strategic
initiatives are closely aligned with the long-term
ambitions of the Group and the objectives set for
the management team, with reward structures
designed to incentivise strong financial
performance, sustained value creation and
operational excellence.
Looking ahead, a further triennial review of
our Remuneration Policy is scheduled for next
year, during which we will actively engage in
shareholder consultation to ensure our approach
remains robust, transparent and aligned with
stakeholder expectations.
Evaluating the Board’s effectiveness
Recognising the value of fresh perspectives,
the Board decided to defer this year’s triennial
external Board evaluation. With Celia and
Emmanuelle newly appointed, it was important
to ensure their insights and contributions could
be fully reflected in the review. The Board will
therefore conduct an external evaluation in
the next financial year, incorporating the views
of all current members. In the interim, the
Board completed an internal evaluation
which confirmed that the Board continues
to operate effectively.
Notably, we have made significant progress
against last year’s objectives, especially in
creating more time for robust strategic discussion
and gaining deeper, data-driven insights into the
breadth and strength of our talent pool and
succession plans.
People and culture
We completed our second Group-wide Employee
Engagement Survey in June 2025, which included
our new Fantech employees. We were pleased to
see an improvement in the overall engagement
score, rising from 74 to 75, which highlights that
our people feel their voices are being heard. This
positive trend is a reflection of our commitment to
open dialogue and responsiveness, and it reassures
the Board that the efforts of our teams across the
whole of the business to foster engagement are
proving successful.
This year’s Survey was broader in scope
which provided the Board with better insights
into the evolving culture across the Group. This is
important in light of the enhanced requirements
under the new Corporate Governance Code,
emphasising culture as a key driver of long-term
success. The Board recognises that a strong,
healthy culture is fundamental to the organisation’s
sustainability and performance. As such, the
Group’s governance policies underpin the
fostering and maintenance of that culture.
82 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Chair’s Introduction to Governance continued
In addition to positive developments in
engagement, we are pleased to note an
improvement in our health and safety statistics
across the Group. This progress reflects our
ongoing commitment to wellbeing and reinforces
the importance of a safety culture in supporting
operational excellence across our facilities.
Board site visits
In May this year the Board visited the
manufacturing operations of ClimaRad in Sarajevo,
Bosnia. This was a valuable experience, granting us
the opportunity to engage closely with the local
management team and immerse ourselves in the
facility and daily operations. During our time
on-site, we participated in a tour of both sites,
gaining first-hand insight into the manufacturing
processes, employee engagement and day-to-day
challenges faced by the team. Management also
delivered in-depth presentations, comprising
comprehensive updates on both the local market
and the evolving product portfolio. These sessions
offered a deeper understanding of the business
landscape and highlighted opportunities and
priorities in the product sector. Several senior
managers from across the Group also joined the
Board for these events, further enriching their
perspective and sparking open, informal dialogue
with employees at all levels.
In September 2025, we held our Board meeting
at our UK manufacturing site in Dudley, which
included another detailed site tour and an
interactive session with the operational teams.
We had the opportunity to view and discuss our
products in context, supporting our understanding
of manufacturing strategy and customer trends.
We remain committed to continuing our
programme of site visits into 2026, ensuring the
Board maintains a strong connection to the
operations and culture throughout the Group.
Diversity, equity and inclusion
The Board continues to support the FTSE Women
Leaders Review and the Parker Review on Ethnic
Diversity. At the financial year-end, the Board
comprised four male and three female Directors,
meaning that over 40% of our Board is female.
Amanda Mellor is our Senior Independent
Director and one Board member is of a minority
ethnic background. As such, the Company meets
the targets for diversity in the UK Listing Rules,
and the Board and the Nomination Committee
remains focused on these matters when
considering Board and Committee succession.
The Company is also committed to making
progress towards improving the number of
women on the Senior Management Team.
Progress on our gender diversity initiatives
continues to be made, but I acknowledge
that there is more work to be done in this area.
We are also pleased to announce that, following a
year as a Coalition Member, Volution Group plc
is now a Strategic Partner of the Construction
Inclusion Coalition, further strengthening our
commitment to advancing DEI practices across
the sector.
Re-election of Directors
I am delighted with the excellent support and
contribution I have received from my Board
colleagues this year and confirm that they all
continue to be effective, committed to their roles
and have sufficient time available to perform their
duties. Accordingly, the Nomination Committee
has recommended that all Directors will be offering
themselves for election or re-election at the
Company’s AGM to be held on 10 December 2025.
Annual General Meeting
The AGM of the Company will take place at 12.00
noon on Wednesday 10 December 2025 at the
offices of Norton Rose Fulbright LLP, 3 More
London Riverside, London. All of the Directors
attend the AGM which will again provide an
opportunity for shareholders to hear more about
our performance during the year and to ask
questions of the Board. I look forward to meeting
shareholders who can join us, and I extend my
thanks for your continued support as we look
forward to another exciting year ahead.
Nigel Lingwood
Chair
8 October 2025
83 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Overview
The Board fully supports the principles laid down
in the UK Corporate Governance Code as issued by
the Financial Reporting Council in 2018 (the 2018
Code), which applies to the financial year ended
31 July 2025 and is available at www.frc.org.uk.
This report sets out the Company’s governance
structure and how it complies with the 2018 Code
and also includes items required by the Disclosure
Guidance and Transparency Rules (DTRs). The
disclosures in this report relate to our responsibilities
for preparing the Annual Report and Accounts,
including compliance with the 2018 Code to the
extent required, our report on the effectiveness of
the Group’s risk management and internal control
systems, and the functioning of our Committees.
Compliance with the Code
Compliance with the 2018 UK Corporate
Governance Code
The Board considers that it and the Company have,
throughout the year, applied the principles and complied with
the provisions of the 2018 UK Corporate Governance Code,
which is the version of the Code that applies to the Company
for its financial year ended 31 July 2025, save that the external
Board Evaluation (required every three years) was postponed
until 2026, so that the contributions of new Board members,
Celia Baxter and Emmanuelle Dubu, could be included.
The Board has spent time during the year considering the
impact of the changes to the UK Corporate Governance Code
published in January 2024 (the 2024 Code) and is prepared for
compliance with the updated version, which will apply to the
Company for the financial period beginning on 1 August 2025
(other than Provision 29 which will apply a year later).
How we comply with the UK Corporate Governance Code 2018
Board Leadership and Company Purpose
• Section 172 Statement page 34
• Board of Directors pages 86 to 87
• Purpose, values and culture page 6
• Board activities pages 91 and 92
Composition, Succession and Evaluation
• Leadership and experience pages 86 and 87
• Performance evaluation pages 93 and 94
• Nomination Committee Report pages 99 and 101
Division of Responsibilities
• Corporate governance structure and division of responsibilities pages 88 to 90
• Board and Committee attendance pages 85, 99, 102 and 111
• Director independence page 93
Audit, Risk and Internal Controls
• Audit Committee Report pages 102 to 110
• Principal risks and uncertainties pages 44 to 53
Remuneration
• Remuneration Committee Report pages 111 to 124
84 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Board Diversity Dashboard
Board meetings and attendance
The table opposite sets out the number of Board meetings held
during the year and attendance by each Director. The Board
normally holds at least six meetings during the year but will meet
or pass resolutions, as required, to deal with urgent matters and
event-driven items such as acquisitions and trading updates.
In the year end 31 July 2025, there were seven scheduled
Board meetings.
Director Attendance at Meetings
Nigel Lingwood (Chairman)
Ronnie George
Andy O’Brien
Celia Baxter
1
Jonathan Davis
Emmanuelle Dubu
1
Amanda Mellor
Past Board Members
Margaret Amos
2
Claire Tiney
3
1. Celia Baxter and Emmanuelle Dubu joined the Board on 5 March 2025. There were only three Board meetings between that date and the year-end.
Emmanuelle attended all three meetings and Celia attended two meetings, missing one in May due to a prior commitment which the Board had been
informed about prior to her appointment.
2. Margaret Amos stepped down from the Board on 11 December 2024. There were only three Board meetings between the start of the financial year and
that date and Margaret attended two of these meetings.
3. Claire Tiney retired from the Board on 2 August 2025. Claire attended all Board meetings that were held in the financial year.
1
2
3
1. Non-Executive Chairman
2. Executive Directors
3. Non-Executive Directors
1
2
4
1
2
1. Female
2. Male
3
4
1
2
1. Minority ethnic background
2. White
1
6
1
2
3
1. 0–3 years
2. 3–6 years
3. 6–9 years
3
1
1
Board composition Board ethnic diversity Board gender diversity Non-Executive Director tenure
85 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Nigel
Lingwood
Non-Executive
Chair
Ronnie
George
Chief Executive
Officer
Andy
O’Brien
Chief Financial
Officer
Amanda
Mellor
Senior
Independent
Director
Appointed: 30 April 2020 Appointed: 15 May 2014 Appointed: 1 August 2019 Appointed: 19 March 2018
Committee membership:
Committee membership: None Committee membership: None Committee membership:
Career and experience:
Nigel joined the Board in April 2020 as an independent
Non-Executive Director and Chair of the Audit
Committee. He became Chair of the Board on 23 June
2023. He is Chair of the Nomination Committee and a
member of the Remuneration Committee.
Nigel was group finance director of Diploma PLC from
2001 to 2020. During his time at Diploma, Nigel oversaw
more than 50 international acquisitions across Europe,
North America and Australia, during which time the
company had grown market capitalisation from
c.£60 million to c.£2.7 billion.
Nigel was previously senior independent director and
audit committee chair of Creston plc from July 2015 until
December 2016 when the company was taken private.
Career and experience:
Ronnie joined Volution in 2008 as Managing Director
of Vent-Axia Division (now the Ventilation Group) and
became CEO in 2012 upon leading the management
buy-out backed by TowerBrook Capital Partners LP. Since
then he has transformed the Company from a UK-centric
provider of air quality solutions into a globally diversified
organisation with 29 market leading brands in 17 countries.
Ronnie led the successful listing of Volution on the
London Stock Exchange in 2014 and has subsequently
delivered a strong and consistent financial performance.
Volution is now one of the leading ventilation companies
fully active on an international basis.
Ronnie has extensive industry experience and prior
to joining Volution spent 20 years in the wire and cable
industry, latterly leading Draka’s global activities to
supply to the marine, oil and gas sectors.
Career and experience:
Andy joined Volution as Chief Financial Officer in August
2019 following nine years at Aggreko plc, a leading
global provider of mobile power and temperature
control solutions, where he held a number of senior
finance roles most recently as finance director, power
solutions. Andy’s background also includes broad
financial leadership, strategy and general management
positions in the oil & gas and building materials
industries with General Electric and Lafarge S.A.
Andy brings extensive international financial and
accounting expertise through a background working
in a global business environment, having lived and
worked in the Nordics, Middle East and Singapore as well
as the UK and Republic of Ireland. Throughout his career,
Andy has operated in environments where cost control
and strong operational management has been critical.
Career and experience:
Amanda joined the Board in March 2018 as an
independent Non-Executive Director and brings
experience in international business, shareholder
relations, strategy and governance. She is also the
Senior Independent Director of the Board.
Amanda also has wide-ranging experience in climate
and sustainability matters, and attends Volution’s
Management Sustainability Committee meetings
as representative of the Board, to ensure effective
oversight of the Group’s environmental and social
sustainability agenda.
Amanda is currently the group secretary of Haleon
plc and was previously group secretary for Standard
Chartered plc and, prior to that, group secretary and
head of corporate governance at Marks and Spencer
Group plc, where she was also an executive member
of the operating committee. As part of these roles,
Amanda was involved in numerous sustainability-related
and climate transition initiatives.
Skills and attributes:
Nigel brings extensive public company, financial and
accounting and acquisition experience. He also has recent
and relevant financial and accounting expertise together
with extensive public company experience and wide-
ranging international business experience, significant
strategic and operational expertise together with extensive
M&A experience, both in the UK and internationally.
Skills and attributes:
Significant strategic and operational expertise together
with extensive M&A experience, both in the UK and
internationally, and in-depth knowledge of the
ventilation industry.
Skills and attributes:
Financial and accounting expertise both in the UK
and internationally, significant M&A experience, strong
track record of building, developing and leading
multi-location teams.
Skills and attributes:
Experience in international business, consumer and
retail, sustainability and ESG, shareholder relations,
strategy and governance.
External appointments:
Nigel is currently chairman of Forterra plc and senior
independent director and audit committee chair at
Dialight plc.
External appointments:
None.
External appointments:
None.
External appointments:
Amanda is currently group secretary of Haleon plc.
Board of Directors
Key to Committee membership:
A Audit Committee
N Nomination Committee
R Remuneration Committee
Chair of Committee
NA
R
R
N
86 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Jonathan
Davis
Independent
Non-Executive
Director
Celia
Baxter
Independent
Non-Executive
Director
Emmanuelle
Dubu
Independent
Non-Executive
Director
Appointed: 23 June 2023 Appointed: 5 March 2025 Appointed: 5 March 2025
Committee membership:
Committee membership: Committee membership:
Career and experience:
Jonathan joined the Board in June 2023 as an
independent Non-Executive Director and Chair
of the Audit Committee, bringing strong financial and
accounting expertise and extensive public company,
M&A and international experience.
He was group finance director at Rotork plc, a FTSE 250
global provider of mission-critical intelligent flow control
solutions operating across a diverse range of markets,
including the oil & gas, water, power, chemicals and
process industries, from 2010 until his retirement in
April 2024.
Career and experience:
Celia joined the Board in March 2025 as an independent
Non-Executive Director and as Chair Designate of the
Remuneration Committee. She became Chair of the
Remuneration Committee and the nominated NED for
Employee Engagement on 10 July 2025. Celia is also a
member of the Nomination and Audit Committees.
Celia brings with her extensive experience at both
executive and board level in a number of FTSE 250 and
FTSE 100 companies. She began her executive career in
the field of human resources at Ford Motor Company,
moving on to KPMG, Tate & Lyle plc, Enterprise Oil and
Hays plc. In her most recent executive role at Bunzl plc,
from which she retired in 2016, Celia was group human
resources director from 2003, and a member of the
executive committee responsible for HR and sustainability.
Career and experience:
Emmanuelle joined the Board in March 2025 as an
independent Non-Executive Director. She is a member of
the Nomination, Remuneration and Audit Committees.
Emmanuelle retired from her executive career in 2024,
during which she gained over 30 years of experience in
international engineering and manufacturing
businesses. She was executive vice president and CEO
of Sercel from 2020 until 2024, an international business
specialising in developing cutting-edge, high-quality
sensors and digital solutions for oil exploration,
structural health monitoring and energy transition
applications, with over 1,400 employees and several
manufacturing sites across Europe, the US and Asia.
Sercel is a subsidiary of Viridien, a Euronext-listed
technology company based in France.
Skills and attributes:
Recent and relevant financial and accounting expertise,
public company and international experience.
Skills and attributes:
Celia’s significant experience in the area of executive
remuneration and her broader understanding of
industrial businesses that have grown by acquisition
provides a strong contribution to Board discussions and
supports the Board’s development of the Volution
people and remuneration strategy across the global
business.
Skills and attributes:
Emmanuelle’s strong international background and
extensive experience in the manufacturing industry
brings valuable input to Volution as it continues to
develop its growth strategy across a geographically
diverse range of markets.
External appointments:
None.
External appointments:
Celia is currently senior independent director and chair
of the remuneration committee at discoverIE Group plc
and Dowlais Group plc.
External appointments:
Emmanuelle is currently non-executive director at
Bodycote plc.
Margaret Amos stepped down as Non-Executive
Director of the Board on 11 December 2024.
Claire Tiney stepped down as Non-Executive
Director of the Board on 2 August 2025.
Key to Committee membership:
A Audit Committee
N Nomination Committee
R Remuneration Committee
Chair of Committee
N NN A AA R RR
87 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Responsibility for Board composition, succession
planning and Director selection.
Members
Non-Executive Chair and
four independent Non-Executive Directors
Nomination Committee Report Pages 99 to 101
Responsibility for the Remuneration Policy and setting
individual remuneration levels for Executive Directors and
senior management.
Members
Non-Executive Chair and four independent
Non-Executive Directors
Directors Remuneration Report Pages 111 to 124
Responsibility for oversight and governance of the Group’s
financial reporting, internal controls, risk management and
the relationship with the External Auditor.
Members
Four independent Non-Executive Directors
Audit Committee Report Pages 102 to 110
Governance Framework
Board
The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders and other stakeholders, and contributing to wider
society. The Board sets the Group’s purpose, strategy and values, and ensures that these are aligned with the overall culture of the Group. The Board sets the Group’s risk appetite and satisfies
itself that financial controls and risk management systems are robust, while ensuring the Group is adequately resourced. It also ensures there is appropriate dialogue with shareholders on
strategy and remuneration. The Board’s main responsibilities are included in a schedule of matters reserved for the Board. The Board has delegated certain responsibilities to three Committees
to assist it with discharging its duties. The Committees play an essential role in supporting the Board to implement its strategy and provide focused oversight of key aspects of the business.
The full terms of reference for each Committee are available on the Company’s website, www.volutiongroupplc.com.
Non-Executive Chair
Nomination Committee
Executive Management Team
Responsibility for the operational delivery of the
Group’s strategy and the day-to-day management
of the Volution business.
Led by the Chief Executive Officer.
CEO Review Pages 14 to 17
Employee Engagement
Celia Baxter Designated NED for Employee Engagement
People section Pages 72 to 79
Remuneration Committee
Sustainability Committee
Responsibility for the development and implementation
of the Volution sustainability strategy and initiatives,
covering Product, Planet and People.
The Sustainability Committee is chaired by the Chief
Executive Officer and is attended by the designated
Non-Executive Director for Sustainability Matters,
Amanda Mellor.
Sustainability Committee Report Page 59
Attended by Amanda Mellor
DEI Committee
Reports to the Sustainability Committee.
People section Pages 72 to 79
Audit Committee
Risk and Internal Control Committee (RICC)
Responsibility for monitoring risk management and
internal control throughout the Group and developing
and implementing risk management policy.
The RICC is chaired by the Chief Financial Officer and its
membership is made up of members of the Senior
Management Team. It reports to the Audit Committee.
Risk Management and Principal Risks Pages 44 to 53
Four independent Non-Executive Directors Two Executive Directors
Direction of Board oversight
Direction of reporting
88 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Main responsibilities
• Plays a leading role in the good governance
of the Company by supporting the Chair
and helping the Board and its Committees
to function efficiently, ensuring governance
processes remain fit for purpose and
considering any improvements as
appropriate.
• Ensures compliance with the rules and
regulations required by an ESCC listing on
the London Stock Exchange including the
UK Corporate Governance Code.
• All Directors have access to the services of
the Company Secretary, who may facilitate
independent professional advice at the
Company’s expense at their request to
fulfil their duties.
• Ensures good information flows within the
Board and its Committees and between
the Senior Management Team and the
Non-Executive Directors, as well as
facilitating induction and assisting with
professional development as required.
• Acts as secretary to the Board and its
Committees and the Management
Sustainability Committee.
• The appointment or removal of the
Company Secretary is a matter for
the Board as a whole.
Main responsibilities
• Manages and provides leadership to the
Board of Directors and is responsible for
the overall effectiveness of the Board.
• Ensures appropriate composition of
the Board together with the right skills
and talent.
• Acts as a direct liaison between the Board
and the management of the Company,
through the Chief Executive Officer.
• Ensures that the Directors are properly
informed and that sufficient information is
provided to enable the Directors to form
appropriate judgements.
• In concert with the Chief Executive Officer
and the Company Secretary, develops and
sets the agendas for meetings of
the Board.
• Promotes a culture of open debate between
the Executive and Non-Executive Directors.
• Recommends an annual schedule of work
including the date, time and location of
Board and Committee meetings.
• Ensures effective communications with
shareholders and other stakeholders.
Main responsibilities
• Responsible for the day-to-day
management of the Group.
• Together with the Senior Management Team,
is responsible for executing the strategy,
once it has been agreed by the Board.
• Creates a framework that optimises
resource allocation to deliver the Group’s
agreed strategic objectives over
varying timeframes.
• Ensures successful delivery against the
financial business plan, the sustainability
strategy and other key business objectives,
allocating decision-making and
responsibilities accordingly.
• Together with the Senior Management
Team, identifies and executes new
business opportunities and potential
acquisitions or disposals.
• Manages the Group with reference to its
risk profile in the context of the Board’s
risk appetite.
Main responsibilities
• Ensures the Group has adequate financial
resources to meet business requirements.
• Responsible for financial planning and
record keeping, as well as financial
reporting to the Board and shareholders.
• Ensures effective compliance and control
and responds to regulatory developments,
including financial reporting and capital
requirements.
• Management of the financial risks of
the Group.
Main responsibilities
• An independent Non-Executive Director.
• Provides a sounding board for the Chair.
• Serves as an intermediary for the other
Directors when necessary.
• Is available to shareholders if they have
concerns, when contact through the
normal channels of the Chief Executive
Officer or the Chair has failed to resolve
them, or for which such contact
is inappropriate.
• Leads the appraisal of the Chair’s
performance with the other Directors
annually.
Main responsibilities
• Provide constructive challenge to
the Executive Team.
• Provide input on strategy.
• Scrutinise management’s performance
in meeting agreed goals and objectives.
• Monitor performance reports.
• Satisfy themselves on the integrity of
financial information and that controls
and risk management systems are robust
and defensible.
• Determine appropriate levels of
remuneration for Executive Directors,
appoint and remove Executive Directors
and ensure appropriate succession plans
are in place.
Company Secretary
Fiona Smith
Chair of the Board
Nigel Lingwood
Chief Executive Officer
Ronnie George
Chief Financial Officer
Andy O’Brien
Senior Independent Director
Amanda Mellor
Independent Non-Executive Directors
Celia Baxter, Jonathan Davis, Emmanuelle
Dubu, Amanda Mellor
Governance Framework continued
Division of responsibilities
89 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Governance Framework continued
Division of responsibilities continued
Non-Executive Director
for Employee Engagement
Celia Baxter is the designated
Non-Executive Director responsible
for overseeing employee engagement.
Celia has a structured engagement plan
involving Group-wide Employee Forum events,
through which she has been able to provide the
Board with further context to support the view
that the Company is undertaking appropriate
workforce-related activities and to also provide
feedback to the Board regarding the views
of employees.
The matters reserved for the Board include:
• agreeing the Group’s strategy and objectives;
• approving acquisitions and disposals;
• changing the capital structure of the Company;
• approving the Annual Report and Accounts, Half-Year Report
and stock exchange announcements relating to trading;
• approving the Group’s dividend policy and declaration
of dividends;
• reviewing the effectiveness of risk identification and
management and internal controls;
• approving significant expenditure and material transactions
and contracts;
• ensuring a satisfactory dialogue with the Group’s shareholders;
• appointing and removing Directors;
• determining the Remuneration Policy for the Executive
and Non-Executive Directors;
• reviewing the Company’s overall corporate governance
arrangements;
• approving the Group’s Treasury Policy;
• approving the appointment of advisers;
• reviewing the effectiveness of the Board;
• delegating authority to the Chief Executive Officer; and
• each year, meeting to set an annual budget for the business
in line with the current Group strategy. The Board monitors
the achievement of the budget through Board reports which
include updates from the Chief Executive Officer, the Chief
Financial Officer and other functions.
Celia Baxter, NED for
Workforce Engagement
Amanda Mellor, NED for
Sustainability Oversight
90 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Regular dialogue between the Chair, CEO
and Company Secretary ensures Board agendas
are well balanced across the key focus areas
outlined in the sections below.
Board Engagement
Breakdown of Key Board Activities
Strategy
The Board reviews strategy, assesses market
trends, evaluates growth opportunities, and
approves key strategic initiatives.
Financial
The Board approves financial statements and
dividends, monitors liquidity, reviews valuations,
and oversees major capital investments.
Risk management
The Board approves the risk management
framework of the Company, the principal risks and
uncertainties, and sets the Group’s risk appetite.
Shareholder engagement
The Board oversees and monitors Volution’s
engagement with its shareholders, understanding
shareholder sentiment, feedback and views.
Sustainability
The Board oversees and monitors the management
of ESG and climate-related matters. The Board
reviews performance against sustainability targets
and the work undertaken in the year to support ESG
targets and goals.
Governance
The Board approves Board and Committee
appointments, oversees governance compliance,
and evaluates Board performance.
Workforce and culture
The Board discusses talent attraction and
retention, succession planning, diversity progress
and community investment initiatives, while
engaging with the workforce to gather insights.
91 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

September
• The Board approved the agreement to
acquire the Fantech Group of companies,
releasing a market announcement on the
transaction on 20 September 2024.
• The Board and Committees reviewed the results
of the annual Board Evaluation, reflecting on
governance effectiveness and identifying
opportunities for continuous improvement.
• The Audit Committee held a dedicated
discussion on the Group’s risk appetite, further
strengthening the risk management framework.
October
• The Board reviewed the full-year results and
approved the Group’s Modern Slavery
Statement, underscoring ongoing commitment
to ethical and responsible business practices.
• The CEO and CFO attended the results
roadshow, engaging with shareholders and
stakeholders following the release of the
annual results.
December
• The Board reviewed the AGM Trading Update.
• 2024 AGM held.
January
• A Board Update call was held to brief Board
members on trading performance ahead
of the half-year close on 31 January 2025.
• The Nomination Committee provided a
detailed update on the appointment process
for new Non-Executive Directors, outlining
anticipated timelines.
March
• The Audit Committee and the Board
conducted a thorough review of the
Half-Year Results, facilitating robust analysis
of both performance and strategy.
• The Board visited the manufacturing
site in Reading, including a tour by local
operational leads.
• The Board received a comprehensive
presentation on the UK commercial sector
by one of the UK Sales Directors, providing
valuable market insights.
• The CEO and CFO participated in half-year
results investor roadshow.
April
• The Remuneration Committee reviewed and
signed off on the launch of the Group-wide
all-employee share scheme, supporting the
Group’s commitment to rewarding performance
and fostering collective ownership.
May
• The Nomination Committee held an in-depth
succession planning session, focusing on
senior leadership development and team
structure, leading to the appointment of new
Regional Directors and strengthening our
leadership capabilities.
• Board visit to the ClimaRad site in Sarajevo,
Bosnia (please see opposite).
July
• The Board held an off-site strategy session,
providing space for in-depth discussion of
long-term objectives, organisational purpose
and our values.
• The Audit Committee considered the new
fraud legislation requirements ensuring the
Group’s policies and procedures are fully
compliant with evolving legal standards and
best practices.
• The Board reviewed the budget for FY26
and the pre-close trading update, released
on 24 July 2025, ensuring financial targets
and expectations were aligned with
strategic priorities.
Board visit to
the ClimaRad
site in Bosnia
The Board conducted a site visit to the
ClimaRad facility in Sarajevo, Bosnia, in May
2025. This visit provided Board members with
valuable first-hand exposure to the Group’s
operational environment and enabled direct
engagement with local leadership and
manufacturing teams. The Board observed
key processes in action, discussed operational
challenges and achievements with the site
management, and gained deeper insight into
health and safety standards, environmental
management and innovation initiatives. This
close-up perspective reinforced the Board’s
understanding of local context and the
alignment of site operations with the Group’s
broader strategic objectives. The visit also
fostered stronger relationships between the
Board and on-site teams, supporting ongoing
collaboration and the sharing of best practices
across the organisation.
2024 2025
Strategic
pillars key:
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
92 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Board balance and independence
The Company’s Board consists of a Non-
Executive Chair, four independent Non-Executive
Directors and two Executive Directors. Margaret
Amos stepped down from the Board on
11 December 2024 and Celia Baxter and
Emmanuelle Dubu were appointed as Non-
Executive Directors on 5 March 2025. A list
of the Directors at the year-end is provided
on pages 86 and 87. After the year-end, on
2 August 2025, Claire Tiney retired from the
Board, following nine years of service as a
Non-Executive Director.
Appointment and tenure
The appointment dates of Directors are shown in
their biographies on pages 86 and 87. The Board
believes that all Directors are effective and
committed to their roles and have sufficient time
available to perform their duties. All members of
the Board will be offering themselves for election
or re-election at the Company’s AGM to be held
on 10 December 2025.
All of the Directors have service agreements or
letters of appointment, and the details of their
terms are set out in the Directors’ Remuneration
Policy. The service agreements and letters of
appointment are available for inspection at the
Company’s registered office during normal
business hours. No other contract with the
Company or any subsidiary undertaking of the
Company in which any Director was materially
interested subsisted during or at the end of the
financial year.
Non-Executive Directors and
independence
The independence of each Non-Executive
Director is considered each year immediately
prior to the signing of the Annual Report and
Accounts. The Company’s Non-Executive
Directors provide a broad range of skills and
experience to the Board which assists both in
their roles in formulating the Company’s strategy
and in providing constructive challenge to the
Executive Directors. All of the Non-Executive
Directors are regarded by the Company as
independent Non-Executive Directors within the
meaning defined in the 2018 Code and free from
any business or other relationship which could
materially interfere with the exercise of their
independent judgement.
During the year, in accordance with the 2018
Code, the Chair held meetings with the Non-
Executive Directors without the Executive
Directors being present.
Board performance evaluations
and effectiveness
In the Annual Report and Accounts 2024, the
recommendations resulting from the performance
evaluations were set out and are summarised
in the table opposite. The progress made over the
last year is set out below the recommendations.
Process for last year’s Board and
Committee evaluations
The process of evaluating the performance of the
Board and its Committees, to identify areas for
further development, was undertaken internally
for 2024. The evaluation process involved
the Chair and the Company Secretary discussing
and agreeing the scope of the evaluation, and
developing a series of web-based questionnaires
tailored to the specific circumstances of
the Company.
Directors were required to score certain aspects
of the Board’s and Committees’ performance,
and to comment on the areas of focus, which
included leadership and accountability, strategy
and risk, Board culture, Board composition, and
roles and responsibilities.
The responses to the evaluation of the Board and
its Committees were collated and analysed by
the Company Secretary and then reviewed by
the Chair and Committee Chairs prior to being
considered by the full Board. The Chair also
appraised the performance of individual Directors.
Governance Report
Prior-Year Board Evaluation – Recommendations and Actions Taken
To ensure that the Board spend additional time on strategy
The Board held an off-site session in July 2025 specifically to discuss Group strategy, incorporating
a detailed presentation by the CEO, CFO and members of the Senior Management Team.
To continue to oversee, understand and discuss the views of employees and Company culture
The Group HR Director has presented regular updates on employee matters throughout the year,
including insights garnered from employee engagement activities, most notably the Group-wide
Engagement Survey that was completed in June 2025. The Board also heard updates from the
Designated NED for employee engagement (Claire Tiney until 9 July 2025, and Celia Baxter from
10 July 2025) on the discussions and points raised at the Group’s bi-annual Employee Forum.
To dedicate time on the Audit Committee and Board schedule to oversee the preparation for
compliance with the new Corporate Governance Code 2024
The Audit Committee has spent significant time during the year on the preparation for the
application of the new 2024 Code and in particular the new Provision 29. Further details of this
detailed work can be found in the Principal Risks and Uncertainties section on pages 44 to 53.
93 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Governance Report continued
Process for the FY25 Board and
Committee evaluation
The Chair of the Board and each Committee
Chair discussed with the Company Secretary
areas of focus for the FY25 review.
The Chair and Directors completed
a web-based questionnaire
Reports were produced and
reviewed and discussed with the
Chair and each Committee Chair
Reports were discussed
at the Board meeting
Recommendations were agreed
The results of the evaluation demonstrated that
the composition and performance of the Board
and its Committees (and the performance of the
Chair) were rated highly and continue to operate
effectively. Whilst there are no significant
concerns among the Directors about the Board’s
effectiveness, some observations and
recommendations were made which were
considered by the Board. The key areas of
recommendation are set out opposite.
As a separate exercise the Senior Independent
Director, together with the Non-Executive Directors,
conducted the Chair’s performance evaluation.
Director induction
For more information on our processes for the
induction of Directors, and the tailored inductions
of newly appointed Board members Celia Baxter
and Emmanuelle Dubu, please see page 101.
Stakeholder engagement
Directors’ s172 statement
For the full section 172 statement and information
on the Board’s engagement with stakeholders,
please see pages 34 to 35.
Board performance evaluation: FY25
recommendations:
• a continued focus on strategy, further
developing the content for the Board’s
off-site sessions;
• a deep-dive session on potential AI
initiatives, IT and digitalisation, to enhance
the Board’s understanding of the fast
developing landscape and management’s
development plans; and
• continued prioritisation of the evolving
structure of the Group and talent
management.
94 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Governance Report continued
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations
in which they have or may have interests that
conflict with those of the Company, unless that
conflict is first authorised by the Board. This
includes potential conflicts that may arise when
a Director takes up a position with another
company. The Company’s Articles of Association
allow the Board to authorise such potential
conflicts, and there is in place a procedure to deal
with any actual or potential conflict of interest.
The Board deals with each appointment on its
individual merit and takes into consideration all
the circumstances. All potential conflicts
approved by the Board are recorded in a conflicts
of interest register, which is to be reviewed by
the Board on a regular basis to ensure that the
procedure is working effectively. The Board is
satisfied that the arrangements in place regarding
conflicts of interest are working effectively.
External directorships
The Board allows Executive Directors to accept
one external commercial non-executive director
appointment, provided the commitment is
compatible with their duties as an Executive
Director. The Executive Director concerned may
retain fees paid for these services which will be
subject to approval by the Board. Currently,
neither of the Executive Directors holds an
external directorship. Details of all Directors’
significant directorships can be found in their
biographies on pages 86 and 87.
Where Non-Executive Directors have external
directorships, the Board is comfortable that
these do not impact on the time that any Director
devotes to the Company, and we believe that
this experience only enhances the capability
of the Board.
Information and support available to Directors
All Board Directors have access to the Company
Secretary, who advises them on governance
matters. The Chair and the Company Secretary
work together to ensure that Board papers
are clear, accurate, delivered in a timely manner
to Directors, and of sufficient quality to enable
the Board to discharge its duties. Specific
business-related presentations are given by
senior management when appropriate. As well
as the support of the Company Secretary, there
is a procedure in place for any Director to take
independent professional advice at the
Company’s expense in the furtherance of
their duties, where considered necessary.
Internal control and risk management
The Board acknowledges its responsibility for
determining the nature and extent of the
significant risks it is willing to take in achieving its
strategic objectives, setting the risk appetite, and
for the Group’s system of internal control. The
principal risks facing the Group are set out in the
Strategic Report on pages 44 to 53, being those
risks which could threaten our business model,
future performance, solvency or liquidity, and
mitigation measures are detailed against each
risk. The Audit Committee, on behalf of the
Board, carried out a review of the effectiveness of
the Group’s risk management and system
of internal control together with a robust
assessment of the risks facing the Group. Details
can be found on page 108 to 109.
The Audit Committee Report on pages 102 to 110
describes the system of internal control and
how it is managed and monitored. The Board
acknowledges that such a system is designed to
manage, rather than eliminate, the risk of failure
to achieve business objectives and can only
provide reasonable and not absolute assurance
against material misstatement or loss.
95 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Governance Report continued
The Board aims to present a balanced and clear
view of the Group in communications with
shareholders and believes that being transparent
in describing how we see the market and the
prospects for the business is extremely important.
We have communicated with existing and
potential shareholders in a number of different
ways during the year ended 31 July 2025
as follows:
October
2024
• Full-year results
announcement and
analyst presentation
• Institutional broker sales
desk briefings
• UK shareholder
roadshow
• Annual Report and
Accounts and Notice
of AGM posted to
shareholders and placed
on website
December
2024
• Trading update
• AGM
March
2025
• Half-year results
announcement and
analyst presentation
• Institutional broker sales
desk briefings
• Shareholder roadshows
July
2025
• Pre-close trading update
Whistleblowing
An independent whistleblowing facility is
available to enable employees to report any
concerns which they feel need to be brought to
the attention of management concerning any
possible impropriety, financial or otherwise, and
the appropriateness of the facility is reviewed by
the Audit Committee. The Group supports a
culture of openness and accountability in order
to prevent such situations occurring or to address
them when they do occur.
Shareholder relations
Responsibility for shareholder relations rests
with the Chair, the Chief Executive Officer and
the Chief Financial Officer. They ensure that there
is effective communication with shareholders
on matters such as governance and strategy,
and are responsible for ensuring that the Board
understands the views of major shareholders.
In addition to the above, we communicate with
existing and potential shareholders in a number
of other ways, such as:
• face-to-face meetings and telephone briefings
for analysts and investors; and
• arranging periodic visits by analysts and major
shareholders to the business sites to give a
better understanding of how we manage our
business. These visits and meetings are
principally undertaken by the Chief Executive
Officer and the Chief Financial Officer.
In situations where new material relating to
trading is presented, it is also immediately
uploaded to the Company’s website so it is
available to all shareholders.
The Board receives regular updates on the views
of its shareholders from the Chief Executive
Officer and Company brokers. This is a standing
agenda item for all Board meetings. The
Company’s investor website is also regularly
updated with news and information including this
Annual Report and Accounts, which sets out our
strategy and performance together with our
plans for future growth.
During the year, the Chief Executive Officer and the
Chief Financial Officer engaged with investors.
Key topics that arise in investor meetings include
the following:
• drivers of demand including regulation;
• resilience of the business to economic cycles;
• sustainability of margin;
• performance of newly acquired businesses
and the acquisition pipeline;
• performance against our ESG KPIs including
carbon reduction targets; and
• organisational structure and approach,
balance between Group and decentralised
local businesses.
In addition, the Chair meets with investors on
a regular basis during the year, and the Senior
Independent Director is available to meet
shareholders if they wish to raise issues
separately from the arrangements as
described above.
96 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Governance Report continued
UK Listing Rule (UKLR) 6.6.6 R (9)
As at the Company’s chosen reference date, 31 July 2025, and in line with UK Listing Rule 6.6.6 R (9), the Company has met the targets for at least 40% female membership on the Board and for one Director to
be from an ethnic minority background. In addition, it has met the target for one of the positions of Chair, Senior Independent Director, Chief Executive or Finance Director to be held by a woman, with Amanda
Mellor as Senior Independent Director.
Data under UKLR 6.6.6 R (10)
In line with UKLR 6.6.6 R (10), as at the reference date of 31 July 2025, the composition of the Board and Executive Management was as follows:
Sex
Number of Board
members Percentage of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in Executive
Management
1
Percentage of Executive
Management
1
Men
4 57% 3 8 80%
Women
3 43% 1 2 20%
Not specified/prefer not to say
– – – – –
Ethnic background
Number of Board
members Percentage of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in Executive
Management
1
Percentage of Executive
Management
1
White British or other White (including minority-white groups)
6 86% 3 7 70%
Mixed/Multiple ethnic groups
– – – 1 10%
Asian/Asian British
– – – 1 10%
Black/African/Caribbean/Black British
1 14% 1 1 10%
Other ethnic group, including Arab
– – – – –
Not specified/prefer not to say
– – – – –
1. Per the definition within the UK Listing Rules, Executive Management within Volution is the Group Executive Committee including the Company Secretary and excluding the Executive Directors. Volution has 100% voluntary completion
of sex data and ethnicity data and that is what is used when reporting the diversity of the Board and the Group Executive Committee. All diversity data is collated in accordance with Volution’s Privacy Notice.
2. For the diversity data disclosed in the People section on page 78, we have used our own internal grading system to provide a meaningful analysis of how the Group operates and the proportion of senior managers. The system used
excludes Board Directors. Legislation also requires that we disclose ‘senior managers’ as the directors of our subsidiary companies and, based on this definition the data would be as follows: male 82%, female 18%. Further information
on gender diversity may be found in the People section of this report.
97 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Governance Report continued
Business ethics
Our core values and principles, and the standards
of behaviour to which every employee and agent
across the Group is expected to work, are set out
in the Volution Code of Conduct. These values
and principles are applied to dealings with our
customers, suppliers and other stakeholders.
We have a zero-tolerance approach to all forms of
bribery and corruption. Our Anti-Bribery and
Corruption Policy has been approved by the
Board and rolled out across the Group. It applies
to all businesses, Directors, employees and
agents within the Group to ensure compliance
with all laws and regulations governing bribery
and corruption in the countries in which the
Group operates.
The Group has a ‘Speak Up’ facility operated by
an external company, where employees can
report any incidents or inappropriate behaviours
in their own language by telephone or online.
The confidentiality of the information reported is
protected. In addition, web-based anti-bribery
and corruption training is carried out by
employees in areas of the business where risk
is deemed to be highest.
A Group policy in relation to Corporate Criminal
Offences legislation is also in place.
Human rights
Breaches of human rights are not considered to
be a material risk for the business as our activities
are substantially carried out in developed
countries that have strong legislation governing
human rights. We adhere to policies which
support human rights principles.
Diversity
We employ a diverse workforce and pride
ourselves on providing equal opportunities for all.
We understand the benefits a diverse workforce
brings and recognise that the industry faces
under-representation of women as well as people
from different ethnic backgrounds. High value is
placed on rewarding our people for their
commitment, their integrity and their service.
We aim to ensure that no employee is
discriminated against, directly or indirectly, on the
grounds of colour, race, ethnic or national origins,
sexual orientation or gender, marital status,
disability, religion or belief, age or being part time.
We believe that business decisions can
be enhanced by having representation from
different genders and cultural backgrounds with
differing skill sets, experience and knowledge,
which reflect our customer base and the wider
population in our markets.
Modern Slavery Act
We are opposed to slavery, servitude, forced
labour and human trafficking. We take a zero-
tolerance approach to modern slavery in the
supply chain and businesses under our control.
The Board has approved a statement setting out
the steps that have been taken to combat
modern slavery. This statement can be found
on the Group’s website at
www.volutiongroupplc.com. Group employees,
agents and suppliers are requested to confirm
that they do and will continue to comply with our
policy which is set out in our Code of Conduct.
During the year, further work has been carried
out in this area, reflected in our Modern Slavery
Statement. Shareholder engagement has also
taken place, providing further insights into
investor expectations, and emerging practice.
For more information, please see our People
section on pages 72 to 79.
Fair, balanced and understandable
The Board recognises its duty to ensure that the
Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the performance, strategy and business
model of the Company.
The Board has placed reliance on the following to
form this opinion:
• a verification process dealing with the factual
content of the reports and to ensure
consistency across the various sections;
• a review of the Annual Report and Accounts by
senior management to ensure consistency and
overall balance; and
• the Audit Committee reviewed the Annual
Report and Accounts and its compliance with
the requirements, concluded that they had
been met and recommended its approval by the
Board as fair, balanced and understandable.
Annual General Meeting
The AGM of the Company will take place at 12.00
noon on Wednesday 10 December 2025 at the
offices of Norton Rose Fulbright LLP, 3 More
London Riverside, London SE1 2AQ, UK.
The Notice of AGM can be found in a circular
which is being posted at the same time as this
Annual Report and Accounts. The Notice of AGM
sets out the business of the meeting and
explanatory notes on all resolutions. Separate
resolutions are proposed in respect of each
substantive issue.
98 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Nomination Committee Report
Membership and attendance
The Committee met for four scheduled meetings during the year with attendance disclosed below.
Committee members Member since Attendance
Nigel Lingwood (Chair)
30 April 2020
(appointed Chair on 23 June 2023)
Celia Baxter
1
5 March 2025
Jonathan Davis 23 June 2023
Emmanuelle Dubu
1
5 March 2025
Amanda Mellor 19 March 2018
1 Celia Baxter and Emmanuelle Dubu joined the Board and were appointed as members of the Committee on
5 March 2025. There were only two Committee meetings between that date and the year-end. Emmanuelle
attended both meetings and Celia attended one meeting, missing one in May due to a prior commitment which
the Board had been informed about prior to her appointment.
2. Margaret Amos served as a member of the Committee during the year until she stepped down on 11 December
2024 and Claire Tiney served as a member of the Committee during the year and after the year end until her
retirement on 2 August 2025.
Dear shareholder,
The Committee’s report sets out its role and
responsibilities and its activities during the year.
It has been a particularly busy year for the
Committee, as it focused on refreshing and
strengthening the Board, which resulted in the
appointment of our two new Directors: Celia
Baxter and Emmanuelle Dubu.
Celia and Emmanuelle were appointed on 5 March
2025, following an extensive search process
supported by Russell Reynolds Associates. Celia,
who was originally appointed as Remuneration
Committee Chair Designate, transitioned into
the role of Remuneration Committee Chair in
July 2025.
Highlights of 2025
• Appointments of new Non-Executive
Directors Celia Baxter and Emmanuelle Dubu.
• Overseeing the implementation of Group
organisational structure changes and the
appointment of Regional Directors for
Europe and Australasia, reporting directly
to the CEO.
Priorities for 2026
• Continued monitoring and development
of Board and senior management
succession plans.
• Overseeing the continued enhancement
of development initiatives to nurture a
diverse pipeline of talent Group-wide.
I am confident that Celia’s significant expertise
in executive remuneration and her broad
understanding of industrial businesses that have
grown through acquisition, and Emmanuelle’s
strong international experience gained in
engineering and manufacturing businesses, will
make valuable contributions to Board discussions.
Their insight will support the Board’s development
of people and remuneration strategy, as well as the
ongoing development of our business across a
geographically diverse range of markets.
The Committee is mindful of its responsibilities
in overseeing the Group’s ambition to nurture
a robust pipeline of talent across all regions. In
May 2025, the Board undertook a comprehensive
review of succession planning at the senior team
level. This led to a plan to enhance our Group
team structure, resulting in the appointment of
two new Regional Directors – in Europe, Andreas
Lofstrand and Koen Groenewold. Later in the
year, Anthony Lamaro was appointed as
Regional Director of Australasia. All three roles
report directly to the CEO. This new leadership
framework ensures that we improve bench
strength and are well positioned as the Group
continues to grow in scale and complexity.
“The Committee has made
excellent progress during
the year in refreshing and
strengthening the Board.”
Nigel Lingwood
Chair of the Nomination Committee
99 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Nomination Committee Report continued
During the year we upgraded Volution’s
membership in the Construction Inclusion
Coalition (CIC) in 2025 to become a Strategic
Partner. This enhanced role reflects our
determination to drive meaningful progress not
only within our own organisation but across the
wider construction sector, fostering greater
gender diversity, equity and inclusion through
collaboration and shared best practice.
Embedding diverse thinking across all our
employee development initiatives remains an
important priority, and I am pleased that we
are making steady progress through our talent
management and leadership development
programmes, supporting an environment where
everyone has the opportunity to thrive and
contribute to our Group’s success.
Our programme for the next year continues to be
focused on identifying talent within our business
and providing succession plans and more
development opportunities for all our employees.
Nigel Lingwood
Chair of the Nomination Committee
8 October 2025
Role and responsibilities
The key responsibilities of the Committee are:
• assessing whether the structure, size and
composition (including the skills, knowledge,
independence, experience and gender and
ethnic diversity) of the Board continue to meet
the Group’s business and strategic needs;
• considering succession planning and talent
development for the Executive Directors and
the Senior Management Team, taking into
account the challenges and opportunities
facing the Group and the future skills and
expertise needed on the Board; and
• identifying and nominating candidates to fill
Board vacancies as and when they arise
together with leading the process for such
appointments and making recommendations
to the Board.
Membership and attendance
Nigel Lingwood is Chair of the Committee and
the members of the Committee, being Amanda
Mellor, Celia Baxter, Jonathan Davis, and
Emmanuelle Dubu, are independent Non-
Executive Directors.
By invitation, the meetings of the Committee may
be attended by the Chief Executive Officer, the
Chief Financial Officer and the Group HR Director.
The Company Secretary acts as the secretary to
the Committee, and minutes of each Committee
meeting are provided to Board members.
Celia Baxter and Emmanuelle Dubu were
appointed as members of the Committee on
5 March 2025. Claire Tiney retired from the
Committee on 2 August 2025 having completed
nine years on the Board and Margaret Amos
stepped down from the Board and its
Committees on 11 December 2024.
Activities during the year
During the year the Committee discussed
succession planning for Executive and Non-
Executive Directors and the Senior Management
Team. Matters also considered at the Committee
meetings held during the year included:
• evaluation of the size and composition of the
Board, including the balance of skills,
knowledge, independence, experience and
gender and ethnic diversity;
• recommendations to be made to shareholders
for the re-election of Directors at the AGM; and
• reviewed the results of the Committee
performance evaluations.
After the year-end at the October 2025
Committee meeting, the Committee considered
the outcome of the performance evaluations
when discussing the effectiveness of the
Non-Executive Directors seeking election or
re-election at the AGM 2025.
The full terms of reference of the Committee are
available on the Company’s website at
www.volutiongroupplc.com.
Diversity and inclusion
The Committee pays full regard to the
benefits of diversity, including gender and
ethnic diversity, when searching for candidates
for the Board, Senior Management Team and
other appointments. This is reflected in the Board
Diversity Policy which also applies to appointments
for the Audit, Remuneration and Nomination
Committees. The Committee and Board believe
that business decisions are enhanced by having
representation from different genders and cultural
backgrounds with differing skill sets, experience
and knowledge, which reflect our customer base
and the wider population in our markets.
Diversity of Board members is important to
provide the necessary range of background
experience, values, and diversity of thinking and
perspectives to optimise the decision-making
process. Gender and ethnicity are important
aspects of diversity which the Committee
considers when deciding upon the most
appropriate composition of the Board.
The Board supports the FTSE Women Leaders
Review and the Parker Review on Ethnic Diversity.
As at the financial year-end, the Board comprised
four male and three female Directors, meaning
that over 40% of the Board is female. One Board
member is from a minority ethnic background.
Election and re-election of Directors
On the recommendation of the Committee and
in line with the 2018 Code and the Company’s
Articles of Association, all of the Company’s
Directors will stand for election or re-election at
the AGM in 2025. The biographical details of the
Directors can be found on pages 86 and 87. The
Committee confirms that the performance
of each of the Directors standing for election or
re-election at the AGM continues to be effective
and that each demonstrates commitment to
their role.
100 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Nomination Committee Report continued
Appointment and Induction Processes
for Celia Baxter and Emmanuelle Dubu
Appointment
A search process was commenced early in the
financial year as part of our work to refresh the
Board to meet the demanding challenges of a
larger and more complex Group. The process was
led by the Nomination Committee, with input from
Amanda Mellor, the Senior Independent Director,
and supported by an external search firm, Russell
Reynolds Associates. The process included the
development of a role specification and the
review of a long-list of candidates. After careful
consideration by the Committee, a short-list was
prepared and the short-listed candidates were
interviewed by Amanda Mellor and the Chair.
Final-stage candidates were interviewed by
Committee members and the Executive Directors.
The process resulted in the recommendation
to appoint Celia Baxter and Emmanuelle Dubu
as independent Non-Executive Directors.
The announcement regarding Celia’s and
Emmanuelle’s appointments was made to the
London Stock Exchange on 5 March 2025.
Russell Reynolds Associates had no connection
to Volution or its Directors.
Induction
A formal induction programme is in place to
ensure that any new Director receives an
appropriate induction to the Group with the
support of the Company Secretary. The
programme covers, amongst other things, the
operation and activities of the Group (including
site visits and meeting members of the Senior
Management Team); the Group’s principal risks
and uncertainties; the role of the Board and the
decision-making matters reserved to it; the
responsibilities of the Board Committees; the
strategic challenges and opportunities facing
the Group; and the opportunity to meet the
Company’s main advisers.
The induction programmes for Celia Baxter
and Emmanuelle Dubu included the
following elements:
• one-to-one meetings with both Executive
Directors and the Chair;
• briefing from the Chief Executive on the
Group’s strategy and operational matters;
• briefing from the Group Chief Financial Officer
on financial matters;
• briefings from the Company Secretary on legal
and governance matters;
• briefings from senior executives and managers
across key business areas including operations,
HR, sustainability, marketing and sales;
• meeting with the External Auditor and the
Head of Internal Audit;
• facility site visits and tours in both the UK and
continental Europe; and
• access to a library of reference materials,
including key information on the governance
framework, recent financial data and the
policies supporting Volution business
practices, including the share dealing policies
and Code of Conduct.
101 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Audit Committee Report
Membership and attendance
The Committee met for six scheduled meetings during the year with attendance disclosed below.
Committee members
2
Member since Attendance
Jonathan Davis (Chair)
23 June 2023
Celia Baxter
1
5 March 2025
Emmanuelle Dubu
1
5 March 2025
Amanda Mellor 19 March 2018
1. Celia Baxter and Emmanuelle Dubu joined the Board and were appointed as members of the Committee on
5 March 2025. There were only three Committee meetings between that date and the year-end. Emmanuelle
attended all three meetings and Celia attended two meetings, missing one in May due to a prior commitment
which the Board had been informed about prior to her appointment.
2. Margaret Amos served as a member of the Committee during the year until she stepped down from the Board on
11 December 2024, and Claire Tiney served as a member of the Committee during the year and after the
year-end until her retirement on 2 August 2025.
“We recognise that the
interdependence between a
strong control environment and
effective risk management is key
to ensuring that our business
risks are proactively identified,
assessed and mitigated.”
Jonathan Davis
Chair of the Audit Committee
Dear shareholder,
I am pleased to present this report of the Audit
Committee (the Committee) for the year ended
31 July 2025. As we complete another full work
programme for the year, I would like to thank my
fellow Committee members for their support,
and also to welcome our two new Committee
members, Celia Baxter and Emmanuelle Dubu,
who joined the Committee on 5 March 2025.
Throughout the year, the Committee has
continued its focus on the key areas of financial
reporting, risk and ensuring a robust system
of internal controls, recognising that effective
internal controls are fundamental to the
management of risk and the long-term resilience
of the Group. As Volution continues to expand,
we recognise that the interdependence between
a strong control environment and effective
risk management is key to ensuring that our
business risks are proactively identified,
assessed and mitigated.
The Committee has overseen the work of the
Group finance and operational functions to
prepare for and respond to the requirements
of Provision 29 of the 2024 Code, involving the
detailed mapping of existing controls, mitigation
activities and reporting structures.
This preparatory work is designed to place the
Group in a strong position to meet the increased
expectations and it is planned that a ‘dry-run’ will
be carried out in the financial year to 31 July 2026.
More details of this work can be found on
page 44.
The Committee has also dedicated significant
time to discussing the Group’s risk appetite, to
ensure the stated appetite remains aligned with
the Group’s evolving strategy, risk environment
and emerging risk. This has included a thorough
review of the principal risks facing the business,
with particular attention given to how changes in
risk appetite may influence decision-making and
risk-taking across the Group. Following these
Highlights of 2025
• Addressed the new requirements
introduced by Provision 29 of the 2024
Code, defining material controls that will
be tested as part of the controls
effectiveness review for the Group, which
will apply to Volution for the financial year
starting on 1 August 2026.
• Reviewed the acquisition accounting for
the Fantech business and considered
feedback from the initial internal audit
reviews, including in relation to existing
financial controls.
• Conducted a review of the requirements
arising from the new fraud prevention
legislation under the Economic Crime and
Corporate Transparency Act (ECCTA), and
compliance with the Minimum Standard
for Audit Committees.
• Held discussions on the Group’s risk
appetite, ensuring clarity and alignment
with our strategic objectives as well as the
evolving risk landscape.
• Continued to monitor principal and
emerging risks.
• Received presentations from advisers,
including a detailed update from the
Group’s tax specialists at BDO.
Priorities for 2026
• Continued focus on the new requirements
under Provision 29 of the 2024 Code
including completing a ‘dry-run’ for the
testing of material controls to ensure
readiness for the first year of application
of the Provision.
• Continued review of Internal Audit reports
to monitor governance, controls and
compliance across the Group.
• Continued monitoring of requirements
for external assurance to reinforce the
strength and reliability of the control
environment.
102 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

discussions, some small updates to the principal
risks have been made, reinforcing the connection
between risk appetite, business strategy and the
Group’s control framework.
The Committee has also reviewed the reports
of the Head of Internal Audit, who continues to
undertake systematic reviews of businesses across
the Group. The Committee draws assurance from
these internal audit activities, which provide
valuable insights into the effectiveness of internal
controls, the management of risk and areas for
targeted improvement.
An important area of the Committee’s work this
year has been overseeing the accounting
treatment and financial reporting in respect of the
Fantech acquisition, the Group’s largest acquisition
to date. We have reviewed the key judgements and
estimates applied, including those relating to the
valuation of acquired assets and liabilities, deferred
consideration and the integration of Fantech’s
results into the Group’s consolidated accounts.
In addition, an initial internal audit of the Fantech
business was carried out during the year to
provide the Committee with assurance over the
quality of the internal controls that were in place
and to ensure alignment with Group policies
and procedures.
PwC, now in their second year as our External
Auditor, have continued to work closely with the
Group’s finance teams, and it has been pleasing
to see the results of a smooth transition to a new
auditor and the collaborative approach that has
developed between teams. The Committee
has maintained oversight of the quality and
effectiveness of the external audit processes,
ensuring that audit findings are addressed
promptly and that learnings are shared across
the business.
Governance and policy
The Committee also retains a broad remit in terms
of governance, with ongoing work regarding the
Group’s whistleblowing arrangements and the
review of the Group’s whistleblowing policy and
procedures. Ensuring that employees have safe
and accessible channels to raise concerns is vital
to maintaining the integrity of the Group’s culture
and control environment.
I would like to thank the Committee for their
efforts and support during this busy period. To
conclude, I would like to also extend my thanks
to the finance and governance teams across the
Group for their continued diligence in maintaining
the appropriate reporting standards, and for
ensuring that they are consistently applied.
Jonathan Davis
Chair of the Audit Committee
8 October 2025
Role and responsibilities
The primary function of the Committee is to assist
the Board in fulfilling its responsibilities with regard
to the integrity of financial reporting, audit, risk
management and internal controls. This comprises:
• monitoring and reviewing the Group’s
accounting policies, practices and significant
accounting judgements;
• reviewing the annual and half-yearly financial
statements, trading statements and any other
financial announcements;
• reporting to the Board on whether the Annual
Report and Accounts is fair, balanced and
understandable;
• reviewing the Board’s shorter-term cash flow
forecasts and its method for assessing the
Group’s long-term viability;
• approving the appointment and recommending
the re-appointment of the External Auditor and
its terms of engagement and fees;
• reviewing the scope of work to be undertaken
by the External Auditor and reviewing the
results of that work;
• monitoring and reviewing the effectiveness of the
external audit process and the External Auditor;
• reviewing and monitoring the independence of
the External Auditor and approving its provision
of non-audit services;
• monitoring and reviewing the adequacy and
effectiveness of the risk management systems
and processes and, where appropriate, making
recommendations to the Board on areas for
improvement;
• monitoring and reviewing the effectiveness of
the Group’s Internal Audit function, and
resolution of its material findings, in the context
of the Group’s overall risk management systems;
• reviewing reports from the Chief Financial Officer
on the controls to mitigate fraud risk; and
• overseeing the Group’s procedures for its
employees to raise concerns through its
Whistleblowing Policy as set out in the Code
of Conduct.
Membership and attendance
In compliance with the Code, the Committee
comprises four members who are independent
Non-Executive Directors. Jonathan Davis is
Committee Chair, and Amanda Mellor, Celia
Baxter and Emmanuelle Dubu are Committee
members. Celia Baxter and Emmanuelle Dubu
became members on 5 March 2025. Margaret
Amos and Claire Tiney stepped down from the
Committee on 11 December 2024 and 2 August
2025 respectively.
Audit Committee Report continued
103 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Financial expert, recent and
relevantfinancialexperience
The Board has satisfied itself that the
membership of the Audit Committee includes
at least one Director with recent and relevant
financial experience and has competence in the
sector in which the Company operates, and that
all members are financially literate and have
experience of corporate financial matters. For the
purposes of the Code, the Board has determined
that Jonathan Davis is independent and may be
regarded as an Audit Committee financial expert,
having recent and relevant financial experience,
and that all members of the Audit Committee are
independent Non-Executive Directors with
relevant financial and sectoral competence.
See pages 86 and 87 for details of the relevant
experience of Directors.
Committee meetings are also normally attended
by the Chair, the Chief Executive Officer, the Chief
Financial Officer and the Company Secretary, who
acts as secretary to the Committee. The External
and Internal Auditors also attend meetings when
appropriate. Other members of management may
be invited to attend depending on the matters
under discussion. The Committee meets regularly
with the External Auditor and Internal Auditor with
no members of management present. Meetings
are scheduled in accordance with the financial
and reporting cycles of the Company and
generally take place prior to Board meetings to
ensure effective collaboration with the Board.
Minutes of each Committee meeting are provided
to Board members. The Internal Auditor and the
External Auditor have access to the Chair of the
Committee outside formal Committee meetings.
The Committee held six scheduled meetings
during the year with attendance disclosed on
page 102.
Audit Committee activities
during the year
During the year, the Committee dealt with the
following matters:
Financial statements and reports
• Reviewed the Annual Report and Accounts,
together with the full-year results announcement
and the half-year results announcement, and
received reports from the External Auditor on
the above. The Committee also reviewed the
trading updates.
• Reviewed reporting in the context of the
acquisition of Fantech.
• Assessed the impact of climate change on
accounting assumptions and disclosure.
• Reviewed the effectiveness of the Group’s
internal controls and disclosures made in the
Annual Report and Accounts with a particular
focus on Provision 29.
• Reviewed Executive Management’s
representation letter to the external auditor,
going concern, fair, balanced and
understandable criteria and significant areas
of accounting estimates and judgements.
• Reviewed the Group’s cash flow forecasts, the
Group’s bank facilities and the Viability Statement.
Risk management
• Monitored and reviewed the effectiveness of
risk management and internal control processes;
• Reviewed Group risk appetite for each of the
principal risks and considered the categories
of risk appetite.
• Reviewed the Group Risk Register, which
identifies, evaluates and sets out mitigation
of risks, and reviewed the principal risks and
uncertainties disclosed in the Annual Report
and Accounts.
• Considered emerging risk.
Internal Audit
• Reviewed reports from the Internal Auditor
including in relation to the newly acquired
Fantech business, and reviewed its summary
report on internal audits completed in FY25
and its Internal Audit Plan for FY26.
External Auditor and non-audit work
• Reviewed the relationship with the External
Auditor including its independence, objectivity
and effectiveness, noting the non-audit
services performed by a non-PwC component
auditor which were identified following the
completion of the year ended 31 July 2024
audit. The Committee is satisfied that these
services did not affect the professional
judgment of PwC and that they remain
independent and objective.
• Recommended to the Board the re-appointment
of PwC as External Auditor at the 2024 AGM;
• Reviewed, considered and agreed the scope of
the audit work to be undertaken by the External
Auditor on this year’s Annual Report and Accounts.
• Agreed the terms of engagement and fees to
be paid to the External Auditor.
• Reviewed and approved the Group policy
on non-audit services and reviewed any
non-audit fees.
Governance
• Reviewed and approved the Group’s Tax
Strategy; reviewed a paper on the Group’s tax
risks, controls and processes operating over
all businesses in the Group.
• Monitored the Group’s Code of Conduct,
Anti-Bribery and Corruption Policy and Policy
on Corporate Criminal Offences, reviewed the
Group’s whistleblowing arrangements and the
introduction of new Fraud policy
documentation in response to the Prevention
of Fraud legislation.
• Met with the External Auditor and the Internal
Auditor without management being present.
• Completed an evaluation of the Committee
performance and set its annual work programme.
Significantaccountingmatters
The Committee identified the matters set out
below as being significant in the context of the
consolidated financial statements for the year
ended 31 July 2025.
These were discussed and reviewed by
management and the External Auditor, and the
Committee challenged judgements and sought
clarifications where necessary.
The Committee received a report from the
External Auditor on the work it had performed to
arrive at its conclusions and discussed in detail
all material findings contained within the report.
Audit Committee Report continued
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Audit Committee Report continued
Area of focus Whywasthissignificant? HowdidtheCommitteeaddressthisarea?
Accounting for the
acquisition of Fantech
There was one business combination during the year: the acquisition of Fantech in
Australasia. This is the largest acquisition that the Group has completed to date and
involved the accounting of purchase price allocation (PPA) under IFRS 3.
The PPA exercise required the application of valuation methodologies and significant
judgement, particularly in relation to forecast cash flows, discount rates and other key
assumptions. The Committee recognised that these judgements could have a material
impact on goodwill, amortisation and future impairment assessments.
The Committee reviewed management’s analysis of the PPA, including the work of
external valuation specialists, and challenged the basis for the key assumptions and
methodologies applied. The Committee was satisfied that the PPA exercise was
conducted appropriately and that the disclosures in the financial statements provide
transparent information to shareholders.
Accounting for
business
combinations with
contingent
consideration
The acquisitions of DVS in FY24 and ERI in FY22 include contingent consideration
liabilities at the balance sheet date.
The acquisition of I-Vent in FY23 includes a potential for future contingent consideration
for the measurement year ended 31 December 2024 but nil is recorded at the balance
sheet date as performance criteria are not expected to be met in the relevant
measurement period.
The acquisition of the remaining 24.35% of the shares in ClimaRad was completed in
December 2024 for the total payment of £30.4 million.
The Committee reviewed the judgements and estimates that management made in
assessing the fair value measurement of the contingent consideration for the DVS, ERI
and I-vent acquisitions and concluded they were reasonable.
The Group did not consider it reasonably possible, at the balance sheet date, that this
was a major source of estimation uncertainty that could have a significant risk of resulting
in a material adjustment to the liabilities recorded and thus is not disclosed as such in
note 1 to the accounts as a key source of estimation uncertainty.
The Committee also reviewed the accounting for the acquisition of the remaining 24.35%
of the shares in ClimaRad, noting that after the cash paid in December 2024 there was nil
liability remaining at the balance sheet date.
The Committee noted that the deferred payment of AUD$60 million related to the
acquisition of Fantech does not contain any performance conditions and hence no
judgement was needed to assess this liability.
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Area of focus Whywasthissignificant? HowdidtheCommitteeaddressthisarea?
Impairment of
goodwill and other
intangible assets
The Group’s policies on accounting for separately acquired intangible assets and
goodwill on acquired businesses are set out in note 1 to the consolidated financial
statements.
At 31 July 2025, intangible assets relating to goodwill amounted to £235.8 million.
The acquisition of Fantech made during the year added £66.6 million of goodwill
through acquisition.
Goodwill on acquisitions is initially recorded at fair value and is subject to testing for
impairment at each balance sheet date. For intangible assets amortised over finite lives,
the Group is required to determine whether indicators of impairment exist and, if so,
perform a full impairment review. As is customary, such testing involves estimation of
the future cash flows attributable to the asset, or cash generating unit (CGU) of which
it is part, and discounting these future cash flows to today’s value.
The Committee reviewed the key assumptions behind these valuations and impairment
reviews, notably the expected development of future cash flows and the discount rates
used, as well as considering reasonable sensitivities to these estimates, and concluded
that these support the carrying values set out in notes 12 and 14 to the consolidated
financial statements and no impairment provision is required.
The Committee considered the impact of climate change over the medium and long time
period of our climate change assessment (aligned to our impairment review) and considered
it reasonable to expect no material adverse impact of climate change to our business model
that would materially impact the cash flows used in our impairment reviews.
The Committee has also reviewed the additions to goodwill and other intangible assets
through the acquisition of Fantech in the year, the allocation of goodwill and other intangible
assets to the appropriate CGUs, and the level of CGUs at which the impairment testing is
completed. The Committee considered these allocations and judgements to be reasonable.
The Group did not consider it reasonably possible, at the balance sheet date, that this
was a major source of estimation uncertainty that could have a significant risk of resulting
in a material adjustment to the liabilities recorded and thus is not disclosed as such in
note 1 to the accounts as a key source of estimation uncertainty, but is included as an
additional disclosure in note 13.
Revenue recognition
– liabilities arising
from retrospective
volume rebates
The Group has a number of customer rebate agreements that are considered to be
variable consideration and are recognised as a reduction from sales. Rebates are based
on an agreed percentage of revenue, which will increase with the level of revenue
achieved. These agreements may run to a different reporting period to that of the Group
with some of the amounts payable being subject to confirmation after the reporting date.
At the reporting date, management makes estimates of the amount of rebate that will
become payable by the Group under these agreements using a probability weighted
average to arrive at an expected amount. The liability arising from retrospective volume
rebates at 31 July 2025 included within refund liabilities (note 3) is £12.3 million
(2024: £10.3 million).
The Committee reviewed management’s methodology and judgement in assessing the
recognition of rebates. The Committee concurred with its approach.
The Group did not consider it reasonably possible, at the balance sheet date, that this
was a major source of estimation uncertainty that could have a significant risk of resulting
in a material adjustment to the liabilities recorded and thus is not disclosed as such in
note 1 to the accounts as a key source of estimation uncertainty, but is included as an
additional disclosure.
Audit Committee Report continued
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Audit Committee Report continued
Area of focus Whywasthissignificant? HowdidtheCommitteeaddressthisarea?
Going concern
The Board of Directors has a responsibility to assess whether there are any significant
doubts about an entity’s ability to continue as a going concern. The Group has
completed a comprehensive and robust assessment in order to support the preparation
of the financial statements on the going concern basis. Such testing involves several
assumptions regarding the future financial performance of the Group for 18 months from
the balance sheet date.
The Committee has reviewed the key assumptions used in the going concern
assessment and the other relevant factors surrounding going concern, notably
the expected liquidity levels of the Group and covenant headroom.
The Committee has also considered reasonable sensitivities to these estimates including
the potential impact from the principal risks and concluded that these support the
preparation of the financial statements on the going concern basis.
The Committee considered the impact of climate change (which is not a standalone
principal risk) over the short time period of our climate change assessment (aligned to
our going concern review), and considered it reasonable to expect no material adverse
impact of climate change over the going concern period, and hence considered it
reasonable that no adverse impacts in either the base case or downside scenarios
were included.
Further details of the going concern assessment prepared by the Group are included on
page 47.
In addition, the Committee reviewed policy and provisions with respect to treasury, taxation, warranty, doubtful debts and inventory and weighted average cost of capital rates.
107 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Audit Committee Report continued
External audit
PwC has acted as External Auditor for the Group
for the financial year ended 31 July 2025. The lead
partner for the year was Simon Bailey. Other than
this role, he has not had any previous involvement
with the Group.
The Committee notes the tendering and rotation
provisions in the EU Audit Directive and Regulation
and the Companies Act 2006, which state that
there should be a public tender every ten years
and a change of External Auditor at least every 20
years. The Committee also confirms compliance
with the provisions of the Statutory Audit Services
for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014
(the Order).
In line with these requirements, the Committee
last conducted a tender process in 2023. EY was
the previous External Auditor of the Group prior
to the appointment of PwC.
The Committee has recommended to the Board
that a resolution to appoint PwC for the financial
year ending 31 July 2026 be proposed to
shareholders at the AGM in December 2025
and the Board accepted and endorsed this
recommendation.
Effectiveness review
During the year, the Committee assessed the
effectiveness of auditors PwC and the external
audit process for the year ended 31 July 2024
using a checklist and questionnaire issued to
senior financial management across the Group
who had been involved in the audit process.
A summary of the findings was prepared for
consideration by the Committee. There were
no substantive matters identified during this
assessment, and the Committee concluded that
the external audit process had been effective.
Non-audit services
The Committee agrees the fees paid to the
External Auditor for its services as auditor.
A formal policy in relation to the provision of
non-audit services by the External Auditor was
reviewed by the Committee during the year to
ensure that there was adequate protection of
its independence and objectivity. A copy of the
policy is available at the Company’s website:
www.volutiongroupplc.com.
During the year, PwC charged the Group
£123,000 (2024: £106,000) for non-audit
services in respect of the interim results.
A breakdown of the fees paid to PwC during the
year is set out in note 8 to the consolidated
financial statements.
Internal control and risk management
The Board is responsible for the effectiveness of
the Group’s system of internal control, which has
been designed and implemented to meet the
requirements of the Group and the risks to which
it is exposed. Details are set out below on the
Group’s internal control environment, how risk is
managed, and the Committee’s review of the
effectiveness of the risk management and
internal control systems.
Three lines of defence model
Volution Board/Audit Committee
External Auditor
Volution management
1st Line 2nd Line 3rd Line
Day-to-day
management
of risk
Application
of internal
controls
Group Finance Internal Audit
Technical
CoSec/Compliance
IT Security
HR
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Audit Committee Report continued
Internal control environment
In seeking to achieve the Group’s business
objectives, we face a number of risks, as defined
on pages 44 to 53. The following key elements
comprise the internal control environment, which
has been designed to identify, evaluate and
manage these risks in line with our risk appetite,
and to ensure accurate and timely reporting of
financial data for the Company and the Group:
• an appropriate organisational structure with
clear lines of responsibility, including adopting
the three lines of defence model to effectively
manage the risks;
• an experienced and qualified Finance function,
which regularly assesses the possible financial
impact of the risks facing the Group;
• a comprehensive annual business planning
process;
• key control procedures as defined in our risk
and control matrix;
• delegation of authority devolved from the
Board which sets the approval limits for capital
and operating expenditure and other key
business transactions and decisions;
• a robust financial control, budgeting and
forecasting system, which includes regular
monitoring, variance analysis, key performance
indicator reviews and risk and opportunity
assessments at Board level;
• procedures by which the consolidated financial
statements are prepared, which are monitored
and maintained through the use of internal
control frameworks addressing key financial
reporting risks arising from changes in the
business or accounting standards;
• established policies and procedures setting
out expected standards of integrity and ethical
standards which reinforce the need for all
employees to adhere to all legal and regulatory
requirements; and
• an annual internal controls checklist based on
our risk and control matrix.
Internal Audit
Internal Audit plays an important role in
helping the organisation deliver its vision
and objectives by providing independent
and objective assurance to management, the
Committee and Board on the effectiveness of
Volution’s risk management activities, internal
controls and corporate governance framework,
as well as advising on emerging risks and the
implementation of Provision 29 of the 2024 Code.
The purpose, scope and authority of Internal
Audit is defined within its charter which is
approved annually by the Committee.
For the financial period ended 31 July 2025, the
Head of Internal Audit led the provision of the
internal audit service, supported by external
specialist audit resource. The Audit Committee
agreed the Internal Audit Plan prior to the
commencement of the financial year, which was
designed to ensure that there was appropriate
coverage of the internal control environment,
strategic priorities and key risks identified by the
Board in its annual risk management process.
The Head of Internal Audit regularly attends
and reports to the Audit Committee, including
progress on the current year’s Internal Audit Plan
and any amendments to it, reporting key findings
from internal audit reports, tracking actions
arising from the reports, highlighting any overdue
actions, and identifying key themes arising from
the reports. Updates provided in the year
included detailed reports on the controls in our
newly acquired Fantech and i-Vent businesses,
and also on specific areas of cyber, fraud and
other key risk areas.
The Committee meets at least once annually
with the Head of Internal Audit in the absence of
management. The Chair of the Audit Committee
routinely meets with the Head of Internal Audit
privately to discuss the results of the audits
performed, and any additional insights obtained
on the risk management and control environment
across the organisation.
Risk management
The Board sets the risk appetite that forms
the basis of the approach to risk management,
accepting that some level of risk-taking is
necessary to meet business objectives. The
Group has a risk management process which is
led by the Risk and Internal Control Committee
(RICC). This process identifies risks and assesses
the probability and impact from these risks, and
assigns an owner to manage mitigation activities
at the operational level. Each business unit
operates a process to ensure that key risks are
identified, evaluated, managed in line with our
risk appetite, and reviewed appropriately. This
process is also applied at Board level to major
business decisions such as acquisitions. The
business unit risk registers form the basis for
the Group Risk Register, which is maintained for
all corporate risks and is monitored by senior
management and reviewed by the Committee.
During the year, the Group Risk Register and the
methodology applied were the subject of review
by senior management and updated to reflect
new and developing areas which might impact
business strategy. The Committee also
considered the risk appetite levels in relation to
each of the principal risks and reviewed appetite
categories. The Audit Committee reviews the
Group Risk Register at least twice a year and
assesses the actions being taken by senior
management to monitor and mitigate the risks.
The Group’s principal risks and uncertainties,
the areas which they impact and how they are
mitigated are described on pages 44 to 53.
Review of effectiveness
Provision 29 of the 2018 Code states that the
Board should monitor the Company’s risk
management and internal control systems and,
at least annually, carry out a review of their
effectiveness. The Committee receives an annual
report on the performance of the system of
internal control, and on its effectiveness in
managing risks and in identifying control failings
or weaknesses. The Committee has reviewed the
Group’s risk management process and the
effectiveness of the Group’s risk management
and internal control systems for the period from
1 August 2024 to the date of this Report. Taking
into account the matters set out on pages 44 to 53
relating to principal risks and uncertainties and
the internal audit reports from the Head of
Internal Audit, the Board, with the advice of the
Committee, is satisfied that the Group has in place
effective risk management and internal control
systems. You can read more about the work of the
Committee in preparation for the updated version
of Provision 29 in the 2024 Code on pages 44.
Code of Conduct, anti-bribery
and whistleblowing
The Group is committed to providing a safe and
confidential avenue for all employees across the
Group to raise concerns about serious wrongdoings.
The Group also acknowledges the requirements
of the 2018 Code in this area, which states that
the Committee should review arrangements by
which employees across the Group may, in
confidence, raise concerns about possible
improprieties in matters of financial reporting
or other matters and ensure that these concerns
are investigated and escalated as appropriate.
109 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Audit Committee Report continued
The Company has a Group-wide Code of
Conduct, an Anti-Bribery and Corruption Policy
and a Policy on Corporate Criminal Offences.
These policies set out the Group’s values and the
importance that is placed on honest, ethical and
lawful conduct in all business dealings. The Code
of Conduct also sets out the Group’s policy on
anti-slavery and human trafficking, in accordance
with the Modern Slavery Act 2015. Group
employees, agents and suppliers are asked,
where relevant, to confirm that they do and will
continue to comply with these policies. A gifts
and hospitality register is operated by each
business unit to ensure transparency where items
are over a certain monetary threshold. In addition,
all employees who are considered the most likely
to be exposed to bribery and corruption are given
web-based anti-bribery and corruption training.
Arrangements are in place by which employees
are able to raise, in confidence, any concerns
they may have about possible wrongdoing or
dishonest or unethical behaviour, such as bribery,
corruption, fraud, dishonesty and illegal practices.
An independent whistleblowing provider
provides a confidential web-based and telephone
facility which has been communicated across the
Group, branded as ‘Speak Up’, to ensure awareness.
The Code of Conduct protects anyone who
comes forward to make a disclosure under the
Whistleblowing Policy. When a disclosure is made,
the Company Secretary reports the matter to the
Committee Chair and initiates an investigation to
include all necessary parties. A report on the
investigation is submitted to the Committee and
appropriate steps are taken to ensure that any
matters relating to any disclosures have been
resolved satisfactorily. The Committee also has
the power to conduct further enquiries itself
or any other additional actions it sees fit.
The Committee has reviewed these
arrangements and is satisfied that they are
operating effectively. All findings relating to
‘Speak Up’ reports and arrangements are
reported by the Committee to the Board.
Committee performance evaluation
During the year, the Board conducted an internal
evaluation of the performance of the Board, its
Committees, the Directors and the Chair. This
process concluded that the Committee had
fulfilled its role effectively and did not identify any
significant development points requiring action.
Fair, balanced and understandable
The Board has responsibility under the 2018 Code
for preparing the Company’s Annual Report
and Accounts, ensuring that it presents a fair,
balanced and understandable (FBU) assessment
of the Group’s position and prospects and
that it provides the information necessary for
shareholders to assess the Group’s performance,
business model and strategy. The review of the
Annual Report and Accounts took the form of a
detailed assessment of the collaborative drafting
process, which involves the Board members, the
Senior Management Team, Group Finance and
the Company Secretary, with guidance and input
from external advisers. This ensures that there is a
clear and unified link between this Annual Report
and Accounts and the Group’s other external
reporting, and between the three main sections
of the Annual Report and Accounts – the
Strategic Report; the Governance Report; and the
Financial Statements. In addition, the Committee
receives a report highlighting areas for FBU
consideration to ensure compliance before
approval of the Annual Report and Accounts.
The detailed work in this area is delegated to, and
carried out by, the Audit Committee. As part of
this work, the Committee: reviewed all material
matters, as reported elsewhere in this Annual
Report and Accounts; ensured that it fairly
reflected the Group’s performance in the
reporting year; ensured that it reflected the
Group’s business model and strategy; ensured
that it presented a consistent message
throughout; and considered whether it presented
the information in a clear and concise manner,
illustrated by appropriate KPIs, to facilitate
shareholders’ access to relevant information.
A summary of the process, and of the
Committee’s findings, was considered by the
Board at its meeting on 7 October 2025. The
outcome of that review was that the Committee
confirmed to the Board that the Annual Report
and Accounts 2025 met the requirements of the
2018 Code and the Board’s formal statement
to that effect is set out on page 84.
110 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Dear shareholder,
On behalf of the Remuneration Committee, I am
pleased to present the Directors’ Remuneration
Report for the year ended 31 July 2025.
This is my first report for Volution since taking over
from Claire Tiney as Remuneration Committee
Chair earlier this year. I would like to thank Claire for
her many years of chairing the Committee and for
her assistance throughout the handover process.
At the AGM in December 2024, the Directors’
Remuneration Report received strong support from
shareholders, with 97.1% of the votes cast being in
favour of the resolution. The Committee considers
that the current Remuneration Policy continues to
appropriately support our remuneration principles,
which are to:
• attract and retain the best talent;
• drive behaviours that support the Group’s
strategy and business objectives which are
developed in the long-term interests of the
Company and its shareholders;
• reward senior management appropriately for
their personal and collective achievements;
• provide incentives that help to maintain
commitment over the longer term and align the
interests of senior management with those of
shareholders; and
• ensure that a significant percentage of the overall
remuneration package of the Executive Directors
and senior management remains at risk,
dependent on performance, and that their pay
and benefits adequately take account of reward
versus risk.
Wider workforce considerations
The Committee is aware of the continued impact of
the cost of living on our employees, and the Group
has taken a number of actions to support the
workforce, including continuing to operate our
‘Employee Benefits’ platforms in the UK which offer
attractive discounts at leading retailers including
cash back options, launching a new Group-wide
all-employee sharesave scheme, and awarding
strong bonus pay-outs across the Group due to
Volution’s strong performance in the year.
Performance in the year ended 31 July
2025 and remuneration outcomes
During the year ended 31 July 2025, the business
performed well:
• the Group’s revenue increased by 20.6%
compared with last year to £419.1 million
(2024: £347.6 million);
• adjusted operating profit was £93.4 million
(2024: £78.0 million), representing 22.3% of
revenue and a £15.4 million improvement
compared with the prior year;
• adjusted earnings per share was 33.1 pence,
representing an 18.2% increase over the
adjusted earnings per share for the prior year
of 28.0 pence and since IPO the compound
annual growth rate of adjusted earnings per
share has been 12.8%; and
• the total dividend for the financial year is 10.8
pence, an increase of 20% on the prior year.
Looking over a longer time period, Volution has
delivered strong and sustained performance
through a combination of organic and inorganic
growth. Most recently, we completed the
acquisition of Fantech, our largest acquisition to
date, and enhancing our market position in the
Australasian region. At the point of listing, Volution
operated across four countries and made c.30% of
revenue from non-UK customers. Volution now
operates across 17 countries and makes c.60% of
revenue from non-UK customers, a marked
increase in our scale and complexity.
As well as delivering strong financial performance,
we continued to make progress on our ESG
commitments. Our carbon intensity has fallen from
36.8 to 12.1 since listing, recycled plastic usage has
increased to 83.9%, and we continue to improve
Directors’ Remuneration Report
Membership and attendance
The Committee met for four scheduled meetings during the year with attendance disclosed below.
Committee members
2
Member since Attendance
Celia Baxter (Chair)
1
5 March 2025
(appointed Chair on 10 July 2025)
Jonathan Davis 23 June 2023
Emmanuelle Dubu
1
5 March 2025
Nigel Lingwood 30 April 2020
Amanda Mellor 19 March 2018
1. Celia Baxter and Emmanuelle Dubu joined the Board and were appointed as members of the Committee on
5 March 2025. There were only two Committee meetings between that date and the year-end, so Celia and
Emmanuelle attended the maximum number of meetings possible.
2. Margaret Amos served as a member of the Committee during the year until she stepped down from the Board on
11 December 2024. Claire Tiney served as Chair of the Committee until Celia’s appointment as Chair on 10 July
2025 and remained a member of the Committee until her retirement from the Board on 2 August 2025.
“Driving behaviours that
support the Group’s strategy
and business objectives”
Celia Baxter
Chair of the Remuneration Committee
111 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

our proportion of low-carbon sales. This is an area
that Volution places great importance on, and the
continued progress against these targets
demonstrates that our approach is working.
The successful delivery of our strategy has
ultimately been reflected in returns to our
shareholders. Over the last five years, we have
delivered total shareholder returns of more than
270%, resulting in Volution being admitted to the
FTSE 250 in May 2021. Since admission, Volution
has continued to significantly outperform the index
and our market capitalisation now places us in the
top half of the FTSE 250. Shareholder returns have
continued to outperform for the most recent
financial year, with a total shareholder return of
more than 30% exceeding that of the FTSE 250
index.
Incentive outcomes for the year
ended 31 July 2025
Adjusted operating profit, adjusted EPS and working
capital management were the key measures used
by the Committee to assess performance and,
accordingly, were the performance measures used
for the bonus. Performance against these measures
resulted in the Committee awarding the maximum
annual bonus of 125% of salary to both Ronnie
George and Andy O’Brien.
We have provided full retrospective disclosure of
the bonus targets as well as the actual performance
against them. In accordance with the Policy,
one-third of the total annual bonus payment will be
deferred into awards over the Company’s shares
which will vest after three years. Further details can
be found on page 116.
The LTIP awards granted in the 2022/23 financial
year (in October 2022) had a performance period
that ended on 31 July 2025 and are subject to a
two-year holding period. Due to EPS growth, good
performance against our ESG targets, and total
shareholder return performance over the period
(with a total shareholder return over the performance
period being at the top of the peer group), the
October 2022 LTIP awards will vest at 87.9% of
maximum. Further details can be found on page 116.
When determining variable pay outcomes, the
Committee also took account of the shareholder
experience, the employee experience and the
wider stakeholder experience alongside all of the
performance context provided above. Overall,
the Committee considered that remuneration
outcomes were appropriate and as such
determined that no discretion would be applied.
Remuneration decisions for the year
ending 31 July 2026
The Remuneration Policy was put to a vote at the
2023 AGM and received very strong shareholder
support with 97.7% of votes cast in favour of the
resolution. While the next comprehensive review
is scheduled to be tabled at the 2026 AGM,
the Remuneration Committee has reviewed
the approach for FY26 to ensure it remains
appropriate to support the business strategy
in the current environment.
Incentive levels for FY26
Our Executive Directors, Ronnie George and Andy
O’Brien, have led the growth and the exceptional
performance of the Group, as outlined above.
Both are experienced members of the Volution
leadership team and have helped to transform
Volution into a global leader in the ventilation
industry. As part of our year-end process the
Committee has reviewed the Executives’
remuneration arrangements and identified
that a gap has emerged between pay levels at
Volution and at UK-listed companies of a similar
size and complexity.
In order to recognise the sustained performance
of the business, to incentivise them to continue
to deliver the strategy and to ensure the overall
remuneration package remains competitive
against the FTSE 250 (excluding financial services
companies), the Committee intends to utilise the
headroom within the shareholder-approved
Remuneration Policy by making the following
changes:
• Increasing the maximum bonus opportunities
from 125% of salary to 150% of salary for both
Ronnie and Andy.
• Increasing Ronnie’s maximum LTIP opportunity
from 150% to 175% of salary.
• Increasing Andy’s maximum LTIP opportunity
from 125% to 150% of salary.
For the FY26 LTIP grant, the Committee will also
change the TSR comparator group to the FTSE
250 (excluding financial services companies and
investment trusts) as we are of the view that the
previous sector comparator group no longer
reflects the size and complexity of Volution.
As well as recognising the Group’s performance
and our increased scale and complexity, the
Committee considers these increases to be in the
best interests of shareholders in order to motivate
and retain Ronnie and Andy in what is an
increasingly competitive talent market.
The impact of these changes is that Ronnie and
Andy’s maximum total compensation will move
above the lower quartile but will remain below
the median relative to FTSE 250 companies of a
similar size. By making these increases through
the incentive schemes, the Executive Directors
will only benefit if they continue to deliver against
our stretching performance targets which should
lead to the creation of further shareholder value.
Although the increases to the bonus and LTIP
quanta are within our approved Remuneration
Policy, the Committee has consulted with major
shareholders on these changes over recent
months. The feedback received was supportive
of the Committee’s decisions.
Salary increases for FY26
Additionally, the Committee determined that the
Chief Executive Officer and Chief Financial Officer
would each be awarded an increase in base salary
of 3.5% (in line with the budgeted increase for
the wider workforce in the UK), taking the Chief
Executive Officer’s salary to £600,000 and the
Chief Financial Officer’s salary to £411,000. The
Committee recognises that the salaries remain
positioned towards the lower end of the FTSE 250
(excluding financial services companies), given the
size and scale of Volution and will keep this under
review in future years.
LTIP measures and targets
As outlined in our FY24 Directors’ Remuneration
Report, given the timing of the acquisition of the
Fantech group of companies in Australasia, the
Remuneration Committee was not able to finalise
the FY25 LTIP targets when the Annual Report
was signed-off in October 2024. These were
subsequently approved during the year and
disclosed on our website, and they are provided
in full later on in this report. During the year the
Committee also made adjustments to some of the
ESG targets to reflect methodology changes. These
changes were to ensure that participants are not
better or worse off and that the targets remain as
stretching as when they were first approved. Further
detail is provided later on in this report.
Looking ahead
In line with the standard triennial cycle, the
Committee will review all elements of the
Remuneration Policy during FY26. The
Committee will speak to shareholders in due
course should material changes be proposed,
before putting the new Remuneration Policy
to vote at the 2026 AGM. I hope that you will
support the resolution requesting approval of
the Directors’ Remuneration Report at this year’s
AGM on 10 December 2025.
Celia Baxter
Chair of the Remuneration Committee
8 October 2025
Directors’ Remuneration Report continued
112 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
At a Glance: Implementation of the Remuneration Policy for 2026 and key decisions in 2025
The table below summarises how key elements of the Remuneration Policy will be implemented in the period ending 31 July 2026 and key decisions taken by the Committee for the year ended 31 July 2025.
The full Directors’ Remuneration Policy can be found in the 2023 Annual Report that can be found on the Company’s website, www.volutiongroupplc.com.
Element ChiefExecutiveOfficerRonnieGeorge ChiefFinancialOfficerAndyO’Brien
Base salary
(from 1 August 2025)
£600,000 £411,000
Pension
5.5% 5.5%
Annual bonus opportunity 2026
Maximum: 150% Maximum: 150%
Annual bonus measures
• The majority of the bonus will be based on financial measures and the remainder will be based on non-financial measures.
• For the period ending 31 July 2026, the financial measures include: Adjusted EPS (52%); Adjusted operating profit (36%); and Working capital
management (12%).
• Full disclosure of performance targets will be disclosed retrospectively.
Annual bonus deferral
• One-third of the annual bonus will be deferred into shares for a period of three years.
Long-term Incentive Plan
(LTIP) opportunity 2026
Maximum: 175% Maximum: 150%
LTIP measures
• LTIP awards will be based on the EPS growth (60%); Relative TSR (20%); and ESG (20%). A Return on Invested Capital (ROIC) underpin will apply.
Performance will be measured over a three-year period.
LTIP holding requirement
• LTIP awards are subject to a two year holding period after the three year performance period.
Shareholding guideline
• 200% of salary in-employment shareholding guideline.
• Post-cessation shareholding requirements apply at the same level as the in-employment guideline (or actual shareholding, if lower) for two years
after departure.
Malus and clawback
• Malus and/or clawback provisions apply up to the third anniversary of payment of the cash bonus, and the earlier of the sixth anniversary of grant
and the third anniversary of satisfying awards for DSBP and LTIP awards.
• The detailed malus and clawback provisions can be found in the Remuneration Policy in the 2023 Directors’ Remuneration Report.
Notice period
12 months 9 months
31 July 2025 year-end outcomes:
Bonus outcome
• 100% of maximum pay-out.
2022–25LTIPoutcome
• 87.9% of maximum vesting.
113 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
Annual Report on Remuneration
This section provides details of how the Remuneration Policy (the Policy) was implemented during the year and how the Remuneration Committee (the Committee) intends to apply the Policy during the financial
year ending 31 July 2026. Certain sections of this report are audited and indicated as such where applicable. The Annual Report on Remuneration will be subject to an advisory shareholder vote at the 2025 AGM.
Role of the Committee
The role of the Committee is to recommend to the Board a strategy and framework for remuneration for Executive Directors and the Senior Management Team in order to attract and retain leaders who are
focused and incentivised to deliver the Company’s strategic business priorities, within a remuneration framework which is aligned with the interests of our shareholders and thus designed to promote the
long-term success of the Company.
The Committee has clearly defined terms of reference which are available on the Company’s website, www.volutiongroupplc.com. The Committee’s main responsibilities are to:
• establish and maintain formal and transparent procedures for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors, and to monitor and report on them;
• determine the remuneration, including pension arrangements, of the Executive Directors, taking into account pay and policies across the wider workforce;
• approve annual and long-term incentive arrangements together with their targets and levels of awards;
• determine the level of fees for the Chair of the Board; and
• select and appoint the external advisers to the Committee.
Membership
The Committee currently comprises four independent Non-Executive Directors, Celia Baxter (Chair), Jonathan Davis, Amanda Mellor, Emmanuelle Dubu and the Non-Executive Chair, Nigel Lingwood. The Chair
of the Board is a member of the Committee because the Board considers it essential that the Chair is involved in setting Remuneration Policy (although he is not party to any discussion directly relating to his
own remuneration). Celia Baxter is the Chair of the Committee and has chaired the Committee since 10 July 2025. Before this time, Claire Tiney was the Chair of the Committee and had been a member of the
Committee since 1 August 2016. Both Celia and Claire have extensive experience of chairing listed company remuneration committees. Claire stepped down from the Committee as Chair on 9 July 2025 and
retired from the Board and the Committee on 2 August 2025. During the year the Committee also consulted with the Chief Executive Officer, the Chief Financial Officer and the Company Secretary, but not on
matters relating to their own remuneration.
Attendance
• The Committee met for four scheduled meetings and for additional meetings as required during the year. It has had two meetings to date in 2025/26. Committee member attendance can be found in the
table on page 111.
Committee activity and key decisions during the year ended 31 July 2025
Matters considered and decisions reached by the Committee during the year include:
• considered and approved the Directors’ Remuneration Report for the year ended 31 July 2024;
• reviewed the impact of the Fantech acquisition on bonus and LTIP targets;
• reviewed outcomes for Executive Director and Senior Management Team bonuses for the year ended 31 July 2024;
• reviewed performance measurement outcomes and vesting of LTIP awards granted in October 2021;
• reviewed and approved the parameters of the annual bonus plan (ABP), including performance measures and targets for year ended 31 July 2025 for the Executive Directors and Senior Management Team;
• considered and approved the LTIP awards to the Executive Directors and Senior Management Team for year ended 31 July 2025;
• reviewed market trends and developments in executive remuneration as well as wider workforce remuneration context in advance of considering Executive Director and Senior Management Team
remuneration proposals for 2025/26;
• reviewed and approved the Executive Director and Senior Management Team salaries for 2025/26; and
• evaluated the performance of the Committee.
Committee performance evaluation
• During the year, the Board conducted an internal evaluation of the performance of the Board, its Committees, the Directors and the Chair. Further details can be found in the Governance Report on pages
93 and 94. I am pleased to confirm that this process concluded that the Committee had fulfilled its role effectively and did not identify any significant development points requiring action.
Advice to the Committee
The Committee keeps itself fully informed on developments and best practice in the field of remuneration and it seeks advice from external advisers when appropriate.
114 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
The Committee appoints its own independent remuneration advisers and at the time of listing appointed Deloitte LLP to that role following a competitive tender process. Deloitte LLP has served as adviser to
the Committee since listing and throughout the year. Total fees for advice provided to the Committee during the year by Deloitte LLP were £54,000 and were charged based on the time spent and seniority of
the staff involved in providing the advice. During the year Deloitte LLP also provided the Company with other reward and share plan-related advice.
Deloitte LLP is a member of the Remuneration Consultants Group and as such voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. The Committee
requests Deloitte LLP to attend meetings periodically during the year. The Committee was satisfied that the advice received from Deloitte LLP during the year was objective and independent.
Singletotalfigureofremuneration(audited)
The audited table below sets out the total remuneration for the Directors in the years ended 31 July 2025 and 31 July 2024.
Salary and fees Benefits
1
Pension
2
Annual bonus
3
Long-term
incentives
4
Total
Total fixed
remuneration
Total variable
remuneration
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
Chair
Nigel Lingwood
5
200 164 – – – – – – – – 200 164 200 164 – –
Executive Directors
Ronnie George 580 555 35 34 32 31 725 694 1,310 717 2,682 2,031 647 620 2,035 1,411
Andy O’Brien 397 380 28 27 22 12 496 475 764 418 1,707 1,312 447 419 1,260 893
Non-Executive Directors
Amanda Mellor 67 65 – – – – – – – – 67 65 67 65 – –
Claire Tiney
5
66 65 – – – – – – – – 66 65 66 65 – –
Jonathan Davis 67 65 – – – – – – – – 67 65 67 65 – –
Margaret Amos
5
21 55 – – – – – – – – 21 55 21 55 – –
Celia Baxter
5
24 – – – – – – – – – 24 – 24 – – –
Emmanuelle Dubu
5
23 – – – – – – – – – 23 – 23 – – –
Notes
1. Benefits: this includes an annual car allowance, life assurance equivalent to four times annual salary and private medical insurance.
2. Pension: a cash payment in lieu of employer’s pension contribution, equivalent to 5.5%, was paid to both Executive Directors. Pension amounts for the CFO in respect of 2024 are lower than the equivalent of 5.5% due to an
overpayment in previous years which was corrected within the year ended 31 July 2024.
3. Annual bonus: detail on the 2025 bonus performance targets and actual performance is provided on page 116.
4. Long-term incentives: this column relates to the value of long-term awards of which the performance period ends in the year under review. The awards granted in October 2022 had a performance period that ended on 31 July 2025,
and this has been included in the table above. This award will vest in October 2025 and, therefore, the value included in the table above represents an estimated value using the average share price of £6.135 over the three months to
31 July 2025. The value of the LTIP attributable to share price appreciation is £615,000 for the CEO and £359,000 for the CFO. Dividend equivalents over the performance period have been added to the LTIP values, in line with market
practice. For 2025, the number of additional dividend equivalent shares are 11,735 and 6,843 for the CEO and CFO respectively. Details of the performance measures and achievement against the targets set can be found on page 116.
In line with the remuneration reporting requirements, the awards which vested in October 2024 have been restated to reflect the actual share price £6.050 on the date of vesting.
5. Celia Baxter and Emmanuelle Dubu were appointed to the Board on 5 March 2025, and Celia Baxter was appointed as Chair of the Remuneration Committee, incurring an additional fee, on 10 July 2025. Margaret Amos stepped down
from the Board on 11 December 2024 and Claire Tiney stepped down as Remuneration Committee Chair on 9 July 2025 and retired from the Board on 2 August 2025. The amounts stated in the table above reflect these Board changes
in the year.
115 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Annual Bonus Plan (audited)
The operation of the Annual Bonus Plan during the year ended 31 July 2025 was consistent with the framework set out in the 2023 Policy. The maximum annual bonus potential for the Executive Directors
during the year was 125% of base salary, and bonus for on-target performance was 50% of the maximum opportunity. In line with last year’s report, we have provided full retrospective disclosure of the
targets and performance against those targets which are set out in the table below. The performance measures for the year ended 31 July 2025 were the same as for the year ended 31 July 2024. The targets
were set taking into account the business plan, market conditions and analysts’ forecasts at the time. One-third of the annual bonus payment earned by the Executive Directors will be deferred into awards over
the Company’s shares for three years.
As set out in the Committee Chair’s letter, the Committee considered a number of different matters when determining the outcome including wider Company performance, employee experience, shareholder
experience and wider stakeholder experience and determined that the remuneration outcomes were appropriate and as such no discretion would be applied.
Measure Strategic objective Weighting Threshold
3
Target Maximum
Actual
performance
% of Measure
achieved Payment
Adjusted operating profit
1
To increase profit 36% £78.0m £81.5m £85.1m £93.4m 100% 36%
Adjusted EPS
1
Creation of shareholder value 52% 27.9p 30.0p 31.4p 33.1p 100% 52%
Working capital management
2
Delivering efficiency of working capital and cash generation 12% 17.0% 16.9% 16.6% 14.7% 100% 12%
Total 100%
Total as a % of maximum 100%
Notes
1. Adjusted operating profit up to target level is purely organic. Between target and maximum, unbudgeted acquisitions will be taken into account. Adjusted EPS includes unbudgeted acquisitions. Bonus is calculated on budgeted rates
of exchange.
2. Working capital targets for the average of the five quarters: quarters ending 31 July 2024, 31 October 2024, 31 January 2025, 30 April 2025 and 31 July 2025. Working capital management (inventories, right of return assets, trade and
other receivables, trade and other payables, refund liabilities and provisions) as a percentage of revenue.
3. There is no pay-out for at or below threshold performance, rising to 50% pay-out for target performance and 100% pay-out for maximum performance.
Long-term Incentive Plan vesting – October 2022 awards (audited)
The LTIP values included in the single total figure of remuneration table for 2025 relate to the LTIP award granted on 12 October 2022. Awards with a face value of 150% of salary were granted to Ronnie George
and 125% to Andy O’Brien, and, following a three-year performance period ending on 31 July 2025, are due to vest on 12 October 2025. In accordance with the Policy, this LTIP award is subject to an additional
two-year holding period post vesting. Therefore, this award will not be available to exercise until 12 October 2027. Performance against the performance targets is set out below:
Measure
Weighting
(% of total award)
Below threshold
(0% vesting)
Threshold
(25% vesting)
1
Maximum
(100% vesting)
1
Actual performance
outcome Vesting
EPS growth 60% Below 6% p.a. 6% p.a. 12% p.a. 11.3% p.a.
54.8%
TSR vs Direct Peer Group Index
2
20% Below median Median Upper quartile Upper quartile (1st)
20.0%
ESG (low-carbon sales as a % of total revenue)
3
10% Below 67.8% 67.8% 70.0% 77.3%
10.0%
ESG (% of recycled plastics that are used in our manufactured products)
3
10% Below 83.4% 83.4% 90.0% 83.9%
3.1%
Total vesting (% of maximum) 87.9%
Notes
1. Awards vest on a straight line basis between these points.
2. The Peer Group is comprised of 14 companies: Epwin Group, Ibstock, Norcros, Genuit, Michelmersh, Breedon, Topps Tiles, Forterra, Eurocell, Luceco, SIG, Marshalls, Headlam Group and Watkins Jones. Safestyle and Tyman delisted
during the performance period and were therefore removed from the group.
3. The ESG targets and actuals exclude Fantech to ensure a like-for-like comparison.
Directors’ Remuneration Report continued
116 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
Share awards granted during the year (audited)
Long-term Incentive Plan (LTIP)
2024/25 awards
On 16 October 2024 the Committee made awards under the LTIP in accordance with the Policy. The LTIP awards were made in the form of nil-cost options which will vest following the Committee’s
determination of the extent to which performance conditions, measured over three financial years to 31 July 2027, have been met. If ROIC in the final year of the performance period is lower than 18%, the
Committee will have the ability to reduce the level of LTIP vesting. Awards to the Executive Directors are subject to a two-year holding period post vesting.
Performance measure
3
Weighting (% of total award) Below threshold (0% vesting) Threshold (25% vesting)
1
Maximum (100% vesting)
1
EPS growth 60% Below 6% p.a. 6% p.a. 12% p.a.
TSR vs Direct Peer Group Index
2
20% Below median Median Upper quartile
ESG (Low-carbon sales as a % of total revenue)
4
10% Below 66.4% 66.4% 69%
ESG (Carbon intensity)
4
10% More than 11.7m tonnes of CO
2
for every £1m of revenue
11.7m tonnes of CO
2
for
every £1m of revenue
11.0m tonnes of CO
2
for
every £1m of revenue
Notes
1. Awards will vest on a straight line basis between these points.
2. Direct Peer Group Index is comprised of 16 companies: Ariston, Belimo, Breedon Group, Epwin Group, Eurocell, Forterra, Genuit Group, Ibstock, Lindab, Luceco, Marshalls, Norcros, SIG, SystemAir, Tyman and Zehnder.
3 The targets set out above were disclosed on our website once they were approved by the Committee following the completion of our acquisition of Fantech. Later in the year there was a review into how the low-carbon sales metric
was measured and the targets were subsequently increased to those set out in the table.
4 As anticipated, the Fantech acquisition had a material impact on the ESG targets. The Group’s low carbon revenue percentage is diluted by the acquisition of Fantech, which has a lower percentage of low carbon revenues given
Australasia market dynamics. However, both management and the Committee were of the view that it was appropriate to set a target including Fantech to ensure that there is a focus on making improvements there as well as the
rest of the Group. Had Fantech been excluded, the targets would have been set at higher levels than the FY24 LTIP grant. The carbon intensity targets are based on our SBTi approved targets, which are externally validated targets.
In addition to the performance conditions set out above, for awards to vest, the Committee must be satisfied with the overall financial performance of the Company over the performance period.
The LTIP awards made on 16 October 2024 were as follows:
Executive Director Number of shares Base price Face value
1
Face value
% of base salary Release date
2
Expiry date
Ronnie George 143,046 £6.0817 £869,958 150% 16 October 2029 17 October 2034
Andy O’Brien 81,618 £6.0817 £496,373 125% 16 October 2029 17 October 2034
Notes
1. The price used to calculate the number of LTIP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant.
2. The LTIP awards were granted with a three-year performance period and an additional two-year holding period.
2023/24 awards
As set out in the FY24 Annual Report, our actual FY23 carbon intensity was re-stated upwards from 11.1m to 12.3m (+1.2m) due to upward revisions to official country specific electricity emissions factors and
capturing of additional vehicles in our UK CO
2
measurement. Given the baseline has been restated, the Committee has determined to amend the FY24 LTIP targets to reflect this by increasing the threshold and
maximum by an equivalent amount (+1.2m), moving threshold to 10.1m and maximum to 9.3m. The Committee has only adjusted for the change in methodology which ensures that participants are not better or
worse off and that the targets remain as as stretching as when they were first approved. Based on our recently approved SBTi targets, this measure is still currently projected to lapse in full. In the case of future
changes to the underlying methodology for in-flight LTIP awards the Committee will be minded to make similar adjustments to ensure that participants are not materially better or worse-off due to the
methodology change. There other measures and targets remain as disclosed at the time.
Deferred Share Bonus Plan (DSBP)
2024/25 awards
As set out in the Policy, under which the 2024/25 annual bonus was awarded, one-third of any bonus payment earned by the Executive Directors will be deferred into awards in the form of conditional awards
over the Company’s shares.
117 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

On 16 October 2024, Ronnie George and Andy O’Brien received an award of shares under the DSBP relating to the 2023/24 annual bonus, as follows:
Executive Director Number of shares Base price Face value
1
Release date
Ronnie George 38,024 £6,0817 £231,249 16 October 2027
Andy O’Brien 26,034 £6,0817 £158,330 16 October 2027
Note
1. The price used to calculate the number of DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant.
Equity incentives (audited)
Details of the awards granted, outstanding and vested during the year to the Executive Directors under the LTIP and DSBP are as follows:
Name/plan Date of award
Number of share
awards at 31 July
2025
Shares awarded
during the year
Shares lapsed
during the year
3
Shares vested
during the year
Number of share
awards at 31 July
2025
Face value at date of
grant £
1
Vesting date
2
Expiry date
Ronnie George
LTIP 2021/22
13/10/2021 141,310 – – 118,546 – – 13/10/2024 14/10/2031
LTIP 2022/23 12/10/2022 229,582 – – – 229,582 708,903 12/10/2025 13/10/2032
LTIP 2023/24 11/10/2023 226,571 – – – 226,571 832,490 11/10/2026 12/10/2033
LTIP 2024/25 16/10/2024 – 143,046 – – 143,046 869,958 16/10/2027 17/10/2034
DSBP 2021/22 13/10/2021 37,383 – – 39,444 – – 13/10/2024 N/A
DSBP 2022/23 12/10/2022 39,168 – – – 39,168 120,943 12/10/2025 N/A
DSBP 2023/24 11/10/2023 37,723 – – – 37,723 138,606 11/10/2026 N/A
DSBP 2024/25 16/10/2024 – 38,024 – – 38,024 231,249 16/10/2027 N/A
AndyO’Brien
LTIP 2021/22 13/10/2021 82,405 – – 69,128 – – 13/10/2024 14/10/2031
LTIP 2022/23 12/10/2022 133,881 – – – 133,881 413,402 12/10/2025 13/10/2032
LTIP 2023/24 11/10/2023 129,275 – – – 129,275 474,999 11/10/2026 12/10/2033
LTIP 2024/25 16/10/2024 – 81,618 – – 81,618 496,373 16/10/2027 17/10/2034
DSBP 2021/22 13/10/2021 26,160 – – 27,602 – – 13/10/2024 N/A
DSBP 2022/23 12/10/2022 27,409 – – – 27,409 84,634 12/10/2025 N/A
DSBP 2023/24 11/10/2023 26,398 – – – 26,398 96,995 11/10/2026 N/A
DSBP 2024/25 16/10/2024 – 26,034 – – 26,034 158,330 16/10/2027 N/A
Notes
1. The price used to calculate the number of LTIP and DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant,
being £4.67 for the LTIP 2021/22 and DSBP 2021/22, £3.0878 for the LTIP 2022/23 and DSBP 2022/23, £3.6743 for the LTIP 2023/24 and DSBP 2023/24 and £6.0817 for the LTIP 2024/25 and DSBP 2024/25.
2. LTIP awards granted from 2016/17 were granted with a three-year performance period and an additional two-year holding period.
3. Shares vested during the year includes dividend equivalents over the performance period, in line with market practice.
Directors’ Remuneration Report continued
118 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

EmployeeBenefitTrust
The Volution Employee Benefit Trust (EBT) currently holds 2,002,224 shares in the Company. It is the Company’s intention to use shares currently held in the EBT to satisfy all awards made so far under the Long
Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan. Dividends arising on the shares held in the EBT are waived on the recommendation of the Company.
Funding of future awards under the share incentive plans
It is the Company’s current intention to satisfy any future requirements of its share incentive plans in a method best suited to the interests of the Company, either by acquiring shares in the market, utilising shares
held as treasury shares or issuing new shares. Where the awards are satisfied by newly issued shares or treasury shares, the Company will comply with the dilution limits as set out in the relevant plan rules.
StatementofDirectors’shareholdingsandshareinterests(audited)
We believe that Executive Directors should have shareholdings in the Company to ensure that they are as closely aligned as possible with shareholder interests. As such, during the year the Company had share
ownership guidelines in place which stated that Executive Directors were expected to achieve and retain a holding of the Company’s shares equal to 200% of their base salary.
It should be noted, as shown below, that Ronnie George and Andy O’Brien have a shareholding in excess of 200% of base salary including DSBP awards and LTIP awards that are not subject to further
performance net of tax. A formal post-employment shareholding guideline is also in place requiring Executive Directors to hold a shareholding equal to their in-employment shareholding, or their actual
shareholding on leaving if lower, for two years after departure. This post-employment shareholding requirement applies to shares acquired from incentive plans from DSBP and LTIP awards granted after
1 August 2020.
The Chair and the Non-Executive Directors are also encouraged to hold shares in the Company in order to align their interests with those of shareholders. Directors’ interests in ordinary shares held as at 31 July
2025 (together with the interests held by Persons Closely Associated with them) are set out below.
There were no changes in the Directors’ shareholdings between 31 July 2025 and the date of this report.
Name/plan
Shares held beneficially at
31 July 2024
1
Sharesheldbeneficially
at 31 July 2025
Shareholding at 31 July
2025 (% of salary)
4
Target
shareholding
achieved
2
LTIP awards (unvested
awards subject to
performance)
3
LTIP awards vested but
not exercised
DSBP awards (unvested
awards, not subject to
performance)
Chair
Nigel Lingwood 19,785 19,785 N/A N/A – – –
Executive Directors
Ronnie George
5
3,089,113 828,557 1,457% Yes 599,199 709,203 114,915
Andy O’Brien 37,886 166,131 723% Yes 344,774 413,572 79,841
Non-Executive Directors
Amanda Mellor – – N/A N/A – – –
Claire Tiney 2,869 2,869 N/A N/A – – –
Jonathan Davis 5,000 5,000 N/A N/A – – –
Celia Baxter – – N/A N/A – – –
Emmanuelle Dubu –
– N/A N/A
– – –
Notes
1. Includes any shares held by Persons Closely Associated.
2. The target shareholding achieved has been calculated based on shares held beneficially as at 31 July 2025 using the share price on that date of £6.70 per share.
3. LTIP awards in this column consist of all awards granted as at the date of this Report which are structured as nil-cost options. All awards are subject to performance conditions, with performance measured over three financial years.
4. Includes DSBP awards and LTIP awards that are not subject to further performance on a net of tax basis.
5. During the year Ronnie George and Lynsey George sold a total of 2.3m ordinary shares as part of an aim at achieving greater portfolio diversification. Lynsey George is the wife of, and therefore a person closely associated with, Ronnie George.
PaymentstopastDirectorsandpaymentsforlossofoffice(audited)
There were no payments to past Directors or payments for loss of office in the year.
Directors’ Remuneration Report continued
119 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
PerformancegraphandChiefExecutiveOfficerremunerationtable
The chart below compares the total shareholder return performance of the Company against the performance of the FTSE 250 (excluding investment trusts), of which Volution has been a constituent since
May 2021.
50
100
150
200
250
300
350
400
450
500
550
Volution Group plc
Total shareholder return (rebased)
July 2015 July 2016 July 2017 July 2018 July 2019 July 2020 July 2021 July 2022 July 2023 July 2024 July 2025
FTSE 250 index (excl. Investment Trusts)
The table below summarises the Chief Executive Officer’s single figure for total remuneration, annual bonus payments and LTIP vesting levels as a percentage of maximum opportunity.
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Chief Executive Officer’s single total figure of remuneration (£000) 638 1,191 909 910 757 2,535 2,227 2,250 2,031 2,682
Annual bonus pay-out (as a % of maximum opportunity) 64% 87.8% 44.3% 44.7% 0% 100% 66% 70% 100% 100%
LTIP vesting (as a % of maximum opportunity)
N/A 72.1% 61.7% 40.5% 25% 89% 100% 100% 79.5% 87.9%
120 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Percentage change in remuneration of the Board of Directors compared to employees
The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables on page 115 paid to each Director in respect of the year ended
31 July 2024 and the year ended 31 July 2025, compared to that of the average change for employees.
Average % change
2024 to 2025
Average % change
2023 to 2024
Average % change
2022 to 2023
Average % change
2021 to 2022
Average % change
2020 to 2021
Element of pay
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Executive Directors
Ronnie George
4.5% 2.9% 4.5% 17.1% -% 66.8% 7.5% 41.7% 14.6% 5.0% 9.1% (30.6)% 6.0% 0% 100%
Andy O’Brien
4.5% 3.7% 4.4% 14.8% -% 63.2% 7.5% 58.8% 14.6% 5.0% 13.3% (30.6)% 3.8% 0% 100%
Non-Executive Directors
Amanda Mellor
3.1% n/a n/a 3.2% n/a n/a 14.5% n/a n/a 14.6% n/a n/a 9.1% n/a n/a
Claire Tiney
3
1.5% n/a n/a 3.2% n/a n/a 5.0% n/a n/a 3.4% n/a n/a 26.1% n/a n/a
Jonathan Davis
3.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Nigel Lingwood
4
22.0% n/a n/a 124.7% n/a n/a 21.7% n/a n/a 3.4% n/a n/a 383.3% n/a n/a
Employee average
1
6.5% 24.1% 14.4% 4.6% 10.1% 47.3% 6.4% 19.9% 8.1% 8.1% 15.0% (12.0)% 5.4% 379.7% 100%
Notes
1. Average employee pay includes full- and part-time employee data. This figure is calculated in line with the statutory requirements and based on employees of the parent company and excludes the Executive and Non-Executive
Directors. Prior-year figures have also been updated to be in line with the statutory requirements.
2. Benefits include car allowance, health cover and life assurance but exclude employer pension contributions.
3. Margaret Amos was not a Director at the year end and has not been included in the table. Celia Baxter and Emmanuelle Dubu were appointed to the Board on 5 March 2025. Claire Tiney stepped down from her role as Remuneration
Committee Chair on 9 July 2025 and was succeeded by Celia Baxter on 10 July 2025. There are therefore no full year comparisons available for these Board members.
4. As set out in the Directors’ Remuneration Report last year, the Chair’s annual fee was increased for FY25 taking into account of the facts that there had been no material increases to the fee since IPO; the Group has become
significantly larger, more complex, and more international; and the responsibilities and time commitments of the role have materially increased.
ChiefExecutiveOfficerpayratio
The table below sets out the ratio at the 25th, median and 75th percentile of the total remuneration received by the Chief Executive Officer (using the amount set out in the single total figure table shown in this
Report on page 115), compared to the total remuneration received by our UK employees for whom total remuneration has been calculated on the same basis.
For the financial year ended 31 July 2025, Volution delivered strong revenue and profit growth and the CEO’s single figure total is heavily influenced by incentive outturns and share price appreciation over the
three-year performance period. These factors all contributed to the CEO pay ratio shown below.
CEO pay ratio 31 July 2025 31 July 2024 31 July 2023 31 July 2022 31 July 2021 31 July 2020
Method Option A Option A Option A Option A Option A Option A
75th percentile pay ratio 76:1 44:1 46:1 70:1 75:1 18:1
Median pay ratio
93:1 78:1 86:1 99:1 104:1 27:1
25th percentile pay ratio
107:1 83:1 98:1 109:1 123:1 34:1
Directors’ Remuneration Report continued
121 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
The salary and total pay for the individuals identified at the 25th percentile, median and 75th percentile as at 31 July 2025 are set out below:
Employees 25th percentile Median 75th percentile
Salary £25,137 £ 27,936 £35,121
Total pay and benefits
£25,137 £28,739 £35,121
The employees used for the purposes of the table above were identified as based in the UK as at 31 July 2025. Option A was chosen as it is considered to be the most accurate way of identifying the relevant
employees required by The Companies (Miscellaneous Reporting) Regulations 2018. Employees have been included on a FTE basis where appropriate. No other adjustments were necessary and no elements
of employee remuneration have been excluded from the pay ratio calculation.
The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression.
Relative importance of the spend on pay
The following table shows the total expenditure on pay for all of the Company’s employees compared to distributions to shareholders by way of dividend and share buyback. In order to provide context for
these figures, adjusted operating profit is also shown.
Employees
2025
£m
2024
£m
%
change
Employee remuneration costs 101.7 81.5 24.9
Distributions to shareholders 19.0 16.4 15.8
Adjusted operating profit
93.4 78.0 19.7
StatementofimplementationofRemunerationPolicyforthefinancialyearending31July2026
Executive Director base salaries
As set out in the Committee Chair’s letter, the Committee determined that an increase in base salary of 3.5% would be awarded to the Chief Executive Officer and the Chief Financial Officer. The increase took
effect from 1 August 2025, increasing the base salary of the Chief Executive Officer to £600,000 per annum and the Chief Financial Officer to £411,000 per annum. Further details regarding the Committee
discussions are set out in the Committee Chair’s letter on pages 111 and 112.
Pensioncontributionandotherbenefits
In line with the Policy, both the CEO and the CFO will continue to receive a pension of 5.5% of salary, aligned with the pension rates available to the wider UK workforce.
Other benefits received comprise an annual car allowance paid in cash, life assurance equivalent to four times annual salary and private medical insurance.
Annual Bonus Plan
The maximum annual bonus opportunity for both the CEO and CFO will be 150% of salary, further detail of which is set out in the Remuneration Committee Chair’s statement. One-third of the total bonus
payable will be deferred into shares for three years.
The performance measures applicable to the Annual Bonus Plan will remain unchanged and the Committee continues its policy of setting stretching annual bonus targets which take into account a number
of internal and external factors. The weightings will be: adjusted EPS (52%); adjusted operating profit (36%); and working capital management (12%).
The Committee reviewed the measures and weightings during the year and determined that the current measures remain aligned to our strategy and shareholder interests. The Committee considers it
appropriate to retain EPS in the annual bonus as it provides a key measure of shareholder value and has ensured a strong pay for performance link and shareholder alignment to date. Retaining EPS in the annual
bonus focuses management on EPS performance year-on-year, whilst retaining EPS in the LTIP provides a long-term focus on EPS performance, with growth measured over the performance period on a
stretching, compound basis. The Committee will keep this under review in future years.
The targets set for the year ending 31 July 2026 will be disclosed in the next Annual Report on Remuneration, unless they remain commercially sensitive.
122 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Long Term Incentive Plan (LTIP)
During 2025/26, the Committee intends to grant LTIP awards with a maximum opportunity of 175% of salary and 150% of salary for the CEO and CFO, respectively, further detail of which is set out in the
Remuneration Committee Chair’s statement.
The Committee will continue its policy of setting stretching LTIP targets which take into account a number of internal and external factors. Volution is committed to its purpose of providing “healthy air,
sustainably” and to the importance of environmental, social and governance (ESG) measures in meeting its purpose and ESG measures are once again included. The measures will be: earnings per share (60%);
total shareholder return (20%); and ESG targets (20%). As set out in the Remuneration Committee Chair’s letter, for this award onwards Relative TSR will be measured against the FTSE 250 (excluding financial
services and investment trusts). The ESG targets reflect the acquisition of Fantech which has diluted the low-carbon revenue percentage given Australasia market dynamics. The ROIC underpin at 18% will
continue to be considered in determining the outturn.
A two-year holding period will apply to the Executive Directors following the end of the three-year performance period.
Measure Threshold (25% vesting) Maximum (100% vesting)
EPS growth (60% weighting) 6% p.a. 12% p.a.
Relative TSR (20% weighting) Median Upper quartile
ESG (20% weighting) Low-carbon sales as a % of total revenue (10%) 70.1% 72.7%
Carbon intensity (10%) 11.2m tonnes of CO
2
for every £1m of revenue 10.6m tonnes of CO
2
for every £1m of revenue
Non-Executive Director fees
Fees of Non-Executive Directors are determined by the Board in their absence. The fees of the Chair (whose fees are determined by the Committee in his absence) were reviewed during the year and will be
increased to £210,000 for the year ending 31 July 2026. The base fee for the Non-Executive Directors was increased by 5.2% for the year ending 31 July 2026.
The fees with effect from 1 August 2025 are summarised in the table below.
From 1 August 2025 From 1 August 2024
Chair fee covering all Board duties £210,000 £200,000
Non-Executive Director basic fee £60,000 £57,054
Supplementary fees to Non-Executive Directors covering additional Board duties:
– Senior Independent Director
£10,000 £10,000
– Audit Committee Chair
£10,000 £10,000
– Remuneration Committee Chair £10,000 £10,000
Directors’ Remuneration Report continued
123 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Statement on shareholder voting
The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes in respect of the approval of the Directors’ Remuneration Report and the Remuneration Policy. In
the event of a substantial vote against a resolution in relation to Directors’ remuneration, the Company would seek to understand the reasons for any such vote and would set out in the following Annual Report
and Accounts any actions in response to it.
The following table sets out the voting by shareholders at the AGM in December 2024 in respect of our Annual Report on Remuneration and at the AGM in 2023 in respect of our current Remuneration Policy.
Resolution Votes cast for % of votes cast Votes cast against % of votes cast Votes withheld
Remuneration Policy (AGM 2023) 169,991,789 97.73% 3,948,373 2.27% 140,197
Remuneration Report (AGM 2024) 167,296,534 97.09% 5,008,420 2.91% 2,928
Approval
This Directors’ Remuneration Report was approved by the Board of Directors on 8 October 2025 and signed on its behalf by the Chair of the Remuneration Committee.
Celia Baxter
Chair of the Remuneration Committee
8 October 2025
Directors’ Remuneration Report continued
124 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Directors’ Report
Introduction
The Directors present their Annual Report and
theauditedfinancialstatementsoftheCompany
fortheyearended31July2025.
This Directors’ Report includes additional
informationrequiredtobedisclosedunderthe
CompaniesAct2006,the2018UKCorporate
GovernanceCode(the2018Code,whichis
publiclyavailableatwww.frc.org.uk),the
Disclosure,GuidanceandTransparencyRules
(DTRs)andtheUKListingRules(UKLR)
oftheFinancialConductAuthority.
Certaininformationrequiredtobeincludedinthe
Directors’Reportisincludedinothersectionsofthis
AnnualReportasfollows,whichisincorporatedby
referenceintothisDirectors’Report:
• theStrategicReportonpages1to80;
• theGovernanceReportonpages81to128;
• informationrelatingtofinancialinstruments,as
setoutinnote22totheconsolidatedfinancial
statements;and
• relatedpartytransactionsassetoutinnote28
totheconsolidatedfinancialstatements.
This Directors’ Report also represents the
ManagementReportforthepurposeof
compliancewiththeDTRs.
Corporate structure
VolutionGroupplcisapubliccompanylimited
byshares,incorporatedinEnglandandWales.
Itssharesaretradedwithinthesinglelisting
categoryforequitysharesincommercial
companies(ESCC)oftheLondonStock
Exchange(LSE:FAN).
Results and dividend
TheGroup’sresultsfortheyearareshowninthe
statementofcomprehensiveincomeonpage136.
Aninterimdividendof3.4pencepersharewas
paidtoshareholderson6May2025andthe
Directorsarerecommendingafinaldividendin
respectofthefinancialyearended31July2025
of7.4pencepershare.Ifapproved,thefinal
dividendwillbepaidon16December2025to
shareholdersontheregisteron21November
2025.Thetotaldividendpaidandproposedfor
theyearamountsto10.8pencepershare.
Share capital and related matters
TheCompanyhasonlyoneclassofshareand
therightsattachedtoeachshareareidentical.
Detailsoftherightsandobligationsattachingto
thesharesaresetoutintheCompany’sArticles
ofAssociationwhichareavailablefromthe
CompanySecretary.TheCompanymayrefuse
toregisteranytransferofanysharewhichisnot
afullypaidshare.Atageneralmeetingofthe
Company,everymemberhasonevoteonashow
ofhandsandonapollonevoteforeachshare
held.Detailsofthevotingprocedure,including
deadlinesforexercisingvotingrights,aresetout
intheNoticeofAnnualGeneralMeeting2025.
Asat31July2025theissuedsharecapitalofthe
Companywas200,000,000ordinarysharesof
1penceeach.Detailsofthesharecapitalasat
31July2025areshowninnote24tothe
consolidatedfinancialstatements.
Powers of the Directors
TheDirectorsmayexerciseallthepowersofthe
Companyincluding,subjecttoobtainingthe
requiredauthorityfromtheshareholdersin
generalmeeting,thepowertoauthorisethe
issueofnewsharesandthepurchaseofthe
Company’sshares.Duringthefinancialyear
ended31July2025,theDirectorsdidnotexercise
anyofthepowerstoissueorpurchasesharesin
theCompany.
Restrictions on transfer and
voting rights
Therearenogeneralrestrictionsonthetransfer
ofordinarysharesintheCompanyotherthanin
relationtocertainrestrictionsthatareimposed
fromtimetotimebylawsandregulations(for
exampleinsidertradinglaws).Pursuanttothe
MarketAbuseRegulation,Directorsandcertain
officersandemployeesoftheGrouprequirethe
approvaloftheCompanytodealintheordinary
sharesoftheCompany.
Eachordinaryshareinthecapitalofthe
Companyranksequallyinallrespects.No
shareholderholdssharescarryingspecial
rightsrelatingtothecontroloftheCompany.
TheCompanyhasinplacecertainshareincentive
plans.AwardsundertheCompany’sLongTerm
IncentivePlanandDeferredShareBonusPlanare
normallymadeonanannualbasisanddetailscan
befoundintheDirectors’RemunerationReport
onpages111to124.Aninvitationunderthe
Company’sall-employeeSharesaveScheme,a
threeyearscheme,waslaunchedinApril2025
withastartdateof1July2025.
TheCompanyalsohasanEmployeeBenefitTrust
(EBT)inwhichtoholdordinarysharestosatisfy
awardsundertheshareincentiveplans.Asat
thedateofthisreport,therewere2,002,224
ordinarysharesheldintheEBT.Thetrusteeofthe
EBThasthepowertoexercisetherightsand
powersincidentalto,andtoactinrelationto,
theordinarysharessubjecttotheEBTinsuch
mannerasthetrusteeinitsabsolutediscretion
thinksfit.
ThetrusteeoftheEBThaswaivedtherightto
receivedividendsonanyordinarysharesheld,
exceptforanominalamountof1pence,other
thanforthoseordinarysharesheldintheEBT
whicharethebeneficialpropertyofanemployee
orshareholder.ForfurtherdetailsontheEBT
pleaseseenote24totheconsolidatedfinancial
statements.Thetrusteedoesnotvoteordinary
sharesheldintheEBT,exceptforthoseordinary
shareswhicharethebeneficialpropertyofan
employeeorshareholder,whichthetrusteewill
voteinaccordancewiththeinstructionsreceived
fromthebeneficialowner.
Substantial shareholdings
TheCompanyhadbeennotified,inaccordance
withtheDTRs,ofthefollowinginterests
representing3%ormoreofthevotingrights
intheissuedsharecapitaloftheCompany:
%oftotalissued
share capital
Majorshareholder
31 July
2025
Dateofthis
Report
BaillieGifford&Co
4.99
4.99
Abrdnplc
5.15
5.15
AegonLimited
4.99
4.99
TheCapitalGroup
Companies,Inc.
5.08
5.08
BlackRock,Inc
5.00
5.00
ODINForvaltningAS
4.43
4.43
NorgesBank
3.00
–
Thisinformationwascorrectatthedateof
notification.Itshouldbenotedthatthese
holdingsmayhavechangedsincetheywere
notifiedtotheCompany.However,notification
ofanychangeisnotrequireduntilthenext
applicablethresholdiscrossed.
125 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information

Directors’ Report continued
Directors
TheDirectorsoftheCompanyduringtheyear
andatthedateofthisReport,andtheir
biographies,aresetoutonpages86to87.Their
interestsintheordinarysharesoftheCompany
areshownintheDirectors’RemunerationReport
onpage119.
Appointment and removal of Directors
Directorsmaybeappointedbyordinary
resolutionoftheCompanyorbytheBoard.
AllDirectorscontinuinginservicewillstandfor
electionorre-electiononanannualbasis,inline
withtherecommendationsofthe2018Code.
Inadditiontoanypowersofremovalconferred
bytheCompaniesAct2006,theCompany
maybyspecialresolutionremoveanyDirector
beforetheexpirationofhisperiodofoffice.
Employees
Volutioniscommittedtosustainable
development(meetingtheneedsofthepresent
withoutcompromisingtheabilityoffuture
generationstomeettheirownneeds)aswell
asencouragingequality,diversityandinclusion
amongstourworkforce,andeliminatingunlawful
discrimination.
Applicationsforemploymentbydisabledpersons
arealwaysfullyconsidered,bearinginmindthe
aptitudesoftheapplicantconcerned.Inthe
eventofamemberofstaffbecomingdisabled,
everyeffortismadetoensurethattheir
employmentwiththeGroupcontinuesandthat
appropriatetrainingisarranged.Itisthepolicyof
theGroupthatthetraining,careerdevelopment
andpromotionofadisabledmemberofstaff
should,asfaraspossible,beidenticaltothatof
otheremployees.
AResponsibleOperationsPolicycovering
diversityandinclusioncanbefoundonthe
Volutionwebsite.
Directors’ indemnities and insurance
TheArticlesofAssociationoftheCompany
permitittoindemnifytheDirectorsofthe
Companyagainstliabilitiesarisingfromorin
connectionwiththeexecutionoftheirduties
orpowerstotheextentpermittedbylaw.
TheCompanyhasdirectors’andofficers’
indemnityinsuranceinplaceinrespectofeach
oftheDirectors.TheCompanyhasenteredinto
aqualifyingthirdpartyindemnity(thetermsof
whichareinaccordancewiththeCompanies
Act2006)witheachoftheDirectors,allof
whichwereinplaceduringtheyearandatthe
dateofthefinancialstatements.Neitherthe
indemnitynorinsuranceprovidescoverinthe
eventthataDirectororofficerisprovedtohave
actedfraudulently.
Transactions with related parties
Detailsofthetransactionsenteredintobythe
Companywithpartieswhoarerelatedtoit
aresetoutinnote28totheconsolidated
financialstatements.
Change of control
Thereisonesignificantagreementtowhichthe
Companyisapartythatisaffectedbyachange
ofcontrolasfollows:
• TheFacilitiesAgreementdescribedmorefully
innote22containsprovisionstoenterinto
negotiationswiththelenderstocontinuewith
thefacilitiessetoutintheagreementupon
notificationthattherewillbeachangeof
control.FurtherdetailsoftheGroup’sbanking
facilitiesareshowninnote22tothe
consolidatedfinancialstatements.
TheprovisionsoftheCompany’sshareincentive
plansmaycauseoptionsandawardsgrantedto
employeesundersuchplanstovestontakeover.
TheCompanydoesnothaveagreementswith
anyDirectorthatwouldprovidecompensation
forlossofofficeoremploymentresultingfrom
achangeofcontrol.
Amendments to the Company’s
Articles of Association
TheCompanymayalteritsArticlesofAssociation
byspecialresolutionpassedatageneralmeeting
ofshareholders.
Political donations
TheGrouphasnotmadeinthepast,nordoesit
intendtomakeinthefuture,anypoliticaldonations.
Post-balance sheet events
Therehavebeennoeventsafterthereporting
periodrequiringdisclosure.
Going concern
TheCompany’sstatementongoingconcern
canbefoundonpage47.
Viability Statement
TheBoardassessedtheprospectsofthe
Groupoverathree-yearperiodandthe
ViabilityStatementissetoutonpage46.
Shareholder Consultation –
Dis-application of Pre-emption Rights
Inits2024AnnualGeneralMeetingresults
announcement,releasedon11December2024,
theCompanynotedthatResolution15,inrelation
totheadditionaldis-applicationofpre-emption
rights,receivedjustover20%ofvotesagainst
(with79%ofvotescastbeinginfavour).The
resolutionwasinlinewiththeStatementof
PrinciplespublishedbythePre-emptionGroup
inNovember2022andthespecificauthority
soughtwouldhavebeenlimitedtoissuanceof
equityforcashinconnectionwithanacquisition
orspecifiedcapitalinvestment.Inlinewiththe
requirementsoftheUKCorporateGovernance
Code,theCompanyengagedwithshareholders
whovotedagainst,tounderstandtheirviewson
thisresolutionandanupdatestatementwas
publishedontheCompany’swebsiteaccordingly.
Viewsexpressedduringtheconsultation
includedreservationsconcerningtheincreased
levelofcapitalthatcouldberaisedunderthe
newauthorityrequested.Incertaincases,the
leveloftheauthoritysoughtconflictedwith
underlyingshareholders’internalvotingpolicies.
TheBoardhasdiscussedtheresultsofthe
shareholderconsultationandagreedtoseek
toenhancetransparencyandcommunication
fortheforthcoming2025NoticeofAnnual
GeneralMeeting.
Annual General Meeting
TheAnnualGeneralMeetingoftheCompany
willtakeplaceat12.00noononWednesday
10December2025attheofficesofNorton
RoseFulbrightLLP,3MoreLondonRiverside,
LondonSE12AQ,UnitedKingdom.
TheNoticeofAnnualGeneralMeetingandan
explanationoftheitemsofnon-routinebusiness
aresetoutintheexplanatorycircularthat
accompaniesthisAnnualReportandAccounts.
Auditor and disclosure of information
to auditor
Each of the Directors in office at the date when
this Annual Report and Accounts was approved
confirms that:
• so far as the Director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and
• the Director has taken all the steps that he/she
ought to have taken as a Director in order to
make himself/herself aware of any relevant
audit information and to establish that the
Company’s auditor is aware of that information.
PwC has expressed its willingness to be
re-appointed as auditor of the Company.
A resolution to re-appoint PwC as the Company’s
independent auditor will be proposed at the
forthcoming Annual General Meeting.
126 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information

Directors’ Report continued
Energy and greenhouse gas emissions reporting
TheBoardpresentsthisreportinordertomeettheCompany’sobligationunderTheCompanies(Directors’Report)andLimitedLiabilityPartnerships(EnergyandCarbonReport)Regulations2018todisclosethe
Group’sworldwideGHGemissionsattributabletohumanactivitymeasuredintonnesofcarbondioxideequivalent.Asstatedinthesustainabilitysection,Volutioniscommittedtoreducingandminimisingits
impactontheenvironment.Examplesofactionstakentoincreaseenergyefficiencyaregiventhere.ThecarbonemissionsdatadisclosedinthisReportcoversthesameperiodastheCompany’sfinancialyear.
OurenergyandGHGemissionsfor2025werecalculatedusingthemethodologysetoutintheUKGovernment’sEnvironmentalReportingGuidelines2019.ActivitydatahasbeenconvertedintoGHG
emissionsusingtheUKGovernment’smostrecentGHGConversionFactorsforCompanyReporting(2024)andusingcountry-specificconversionfactorsforouroverseasbusinessesfromreliablesources
includingtheAssociationofIssuingBodies(AIB)andtheAustralianandNewZealandenvironmentministries.ThisisinlinewithstandardindustrypracticeandallowsfaircomparisonwithotherUKbusinesses.
Energy use and GHG emissions – Scope 1 and 2 – Group and UK
2025 2024
Group UK Group UK
Energyuse–Scope1(kwh) 8,725,207 5,266,111 9,366,373 5,849,122
Energyuse–Scope2(kwh) 10,883,386 6,249,413 10,109,068 6,483,928
Energyuse–Scope1and2(kwh) 19,608,592 11,515,523 19,475,440 12,333,050
GHGemissions–Scope1(CO
2
etonnes) 2,294 1,098 2,120 1,204
GHGemissions–Scope2(CO
2
etonnes) 2,736 1,116 2,317 1,342
GHGemissions–Scope1and2(CO
2
etonnes) 5,030 2,214 4,437 2,547
Intensityratio:CO
2
etonnesper£mrevenue 12.0 N/A 12.8 N/A
Forbothenergyandemissionsdata,wehaveincludedallsubsidiarieswithintheGroupmeasure,andhaveincludedallUK-basedsubsidiaryoperationswithinourUKmeasure.
OtherinformationthatisrelevanttothereportingofGHGemissions,includingdetaileddescriptionsofmethodologyandenergyefficiencyactions,andwhichisincorporatedbyreferenceintothisReport,can
belocatedonpages178to190.
ByorderoftheBoard
Fiona Smith
CompanySecretary
8October2025
Volution Group plc
Registeredoffice:FlemingWay,Crawley,WestSussexRH109YX
Companynumber:09041571
127 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information

Directors’ Responsibilities Statement
TheDirectorsareresponsibleforpreparingthe
AnnualReportandthefinancialstatementsin
accordancewithapplicablelawandregulation.
CompanylawrequirestheDirectorstoprepare
financialstatementsforeachfinancialyear.Under
thatlawtheDirectorshavepreparedthegroup
andtheparentcompanyfinancialstatements
inaccordancewithUK-adoptedinternational
accountingstandards.
Undercompanylaw,Directorsmustnotapprove
thefinancialstatementsunlesstheyaresatisfied
thattheygiveatrueandfairviewofthestate
ofaffairsofthegroupandparentcompanyand
oftheprofitorlossofthegroupforthatperiod.In
preparingthefinancialstatements,theDirectors
arerequiredto:
• selectsuitableaccountingpoliciesandthen
applythemconsistently;
• statewhetherapplicableUK-adopted
internationalaccountingstandardshavebeen
followed,subjecttoanymaterialdepartures
disclosedandexplainedinthefinancial
statements;
• makejudgementsandaccountingestimates
thatarereasonableandprudent;and
• preparethefinancialstatementsonthegoing
concernbasisunlessitisinappropriateto
presumethatthegroupandparentcompany
willcontinueinbusiness.
TheDirectorsareresponsibleforsafeguardingthe
assetsofthegroupandparentcompanyandhence
fortakingreasonablestepsforthepreventionand
detectionoffraudandotherirregularities.
TheDirectorsarealsoresponsibleforkeeping
adequateaccountingrecordsthataresufficient
toshowandexplainthegroup’sandparent
company’stransactionsanddisclosewith
reasonableaccuracyatanytimethefinancial
positionofthegroupandparentcompanyand
enablethemtoensurethatthefinancial
statementsandtheDirectors’Remuneration
ReportcomplywiththeCompaniesAct2006.
TheDirectorsareresponsibleforthe
maintenanceandintegrityoftheparent
company’swebsite.LegislationintheUnited
Kingdomgoverningthepreparationand
disseminationoffinancialstatementsmaydiffer
fromlegislationinotherjurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report
andaccounts,takenasawhole,isfair,balanced
andunderstandableandprovidestheinformation
necessaryforshareholderstoassessthegroup’s
andparentcompany’spositionandperformance,
businessmodelandstrategy.
Eachofthedirectors,whosenamesand
functionsarelistedintheGovernanceReport
onpages86and87,confirmthat,tothebest
oftheirknowledge:
• thegroupandparentcompanyfinancial
statements,whichhavebeenpreparedin
accordancewithUK-adoptedinternational
accountingstandards,giveatrueandfairview
oftheassets,liabilitiesandfinancialpositionof
thegroupandparentcompany,andofthe
profitofthegroup;and
• theStrategicReportincludesafairreviewofthe
developmentandperformanceofthebusiness
andthepositionofthegroupandparent
company,togetherwithadescriptionofthe
principalrisksanduncertaintiesthatitfaces.
InthecaseofeachDirectorinofficeatthedate
theDirectors’Reportisapproved:
• sofarastheDirectorisaware,thereisnorelevant
auditinformationofwhichthegroup’sandparent
company’sauditorsareunaware;and
• theyhavetakenallthestepsthattheyought
tohavetakenasaDirectorinordertomake
themselvesawareofanyrelevantaudit
informationandtoestablishthatthegroup’s
andparentcompany’sauditorsareawareof
thatinformation.
OnbehalfoftheBoard
Ronnie George Andy O’Brien
ChiefExecutiveOfficer ChiefFinancialOfficer
8October2025 8October2025
128 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information

Report on the audit of the financial statements
Opinion
In our opinion, Volution Group plc’s group financial statements and company financial statements
(the “financial statements”):
• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 July 2025
and of the group’s profit and the group’s and company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise:
the Consolidated and Parent Company Statements of Financial Position as at 31 July 2025; the
Consolidated Statement of Comprehensive Income, the Consolidated and the Parent Company
Statements of Changes in Equity and the Consolidated and the Parent Company Statements of
Cash Flows for the year then ended; and the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Following the completion of the audit of the year ended 31 July 2024, it was noted that a non-PwC
component auditor, whose work had been used for the purpose of the audit of the consolidated
financial statements, had provided payroll administration and statutory financial statement preparation
services that were routine and mechanical and permissible under the IESBA Code of Ethics and the
component auditor’s local rules, but which were impermissible under paragraph 5.40 of the FRC
Revised Ethical Standard 2019.
Based on the nature and scope of the services provided, our opinion is that the provision of the
services did not affect our professional judgments in connection with the audit of the Group’s
financial statements for the year ended 31 July 2024 and we remained objective and independent.
Other than the matter referred to above, and to the best of our knowledge and belief, we declare
that no non-audit services prohibited by the FRC’s Revised Ethical Standard 2019 were provided.
Other than those disclosed in Note 8 of the Group financial statements, we have provided no
non-audit services to the company or its controlled undertakings in the period under audit.
Our audit approach
Context
Volution Group plc is a listed supplier of ventilation products in the residential and commercial sectors,
with both public and private new build and refurbishment applications. Their primary markets are the
UK, Continental Europe and Australasia with trading activity spread across these regions. The Group’s
financial statements are an aggregation of 73 components (including the company and consolidation
adjustments which are treated as separate components).
Overview
Audit scope
• Our Group audit included full scope audits of six components, including the company, as well as
consolidation adjustments. Taken together, the above procedures included operations covering 71%
of revenue, 72% of adjusted profit before tax and 67% of net assets.
• We also performed audit procedures over specified balances and transactions across five of the
Group’s remaining components, the Fantech business combination and associated fair value
adjustments and performed targeted analytical procedures over other financially insignificant
components.
Key audit matters
• Accounting for business combinations, including contingent consideration (group)
• Valuation of investments in Group undertakings (parent)
Materiality
• Overall group materiality: £4.2 million (2024: £3.5 million) based on 5% of adjusted profit before tax.
• Overall company materiality: £3.0 million (2024: £2.5 million) based on 1% of net assets.
• Performance materiality: £3.2 million (2024: £2.6 million) (group) and £2.3 million (2024: £1.5 million)
(company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Independent auditors’ report to the members of Volution Group Plc
129 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Key audit matters continued
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Accounting for business combinations, including contingent consideration (Group)
Accounting for business combinations, including any associated contingent
consideration, is an area of management judgement and the estimates and
assumptions involved can be subject to high levels of subjectivity and
uncertainty. The inputs to the models used to determine the value of acquisition
related intangibles recognised are subject to management estimate and small
errors could result in material misstatements. Contingent consideration is
judgemental since it is dependent on the future performance of the acquired
businesses, and therefore is inherently subject to uncertainty and the ability of
management to accurately forecast.
In the year, the Group acquired the entire share capital of Hawthorns Newco
Limited (“Fantech”) for total consideration of £142.3 million, of which
£29.6 million was deferred until January 2026. As a result of the acquisition the
Group recognised Goodwill of £66.6 million and net fair value adjustments of
£48.6 million which relate to acquisition related intangible assets, inventory,
leases and deferred tax (note 15).
Management have also revalued the outstanding consideration contingently
payable on previous acquisitions (“the existing acquisitions”). As a result, a
liability of £4.1 million has been recognised. A total charge, including unwinding
of discounting, has been recognised in the consolidated income statement of
£7.8 million (note 21).
As these matters represent the more significant areas of judgement, it is where
we applied the most audit effort in respect of the Group and hence why it was
identified as a key audit matter.
With respect to the acquisition of Fantech, and with the support our component team in Australia who performed
procedures under our instruction and supervision:
• We reviewed management’s accounting papers which included the key assumptions and judgements used in the
accounting for the business combination;
• Using valuation specialists, our component team tested and evaluated the appropriateness of the methodology used
in valuing acquisition related intangible assets and challenged management on the key assumptions and inputs to the
models, obtaining supporting evidence where applicable;
• Our component team tested other fair value adjustments made and considered the completeness of such adjustments;
• Our component team tested the consideration (initial and deferred) by agreeing details to the signed sale and purchase
agreement and validating cash payments to bank statements; and
• We reviewed the completeness and accuracy of the related disclosures which included challenging the sufficiency of
related sensitivity and key assumption disclosures.
With respect to the existing acquisitions:
• We have reviewed management’s accounting papers which included the key assumptions and judgements used in the
revaluation of contingent consideration;
• We recalculated the contingent consideration with reference to the original signed sale and purchase agreements and
using latest forecasts. These have been agreed to board approved budgets and assessed for reasonableness;
• We challenged the position taken on the valuation of DVS contingent consideration, considering actual performance
in the months leading up to and post 31 July 2025 and we found the cash flow forecasts were supported by the recent
underlying performance of the business.
• We performed an overall assessment of management’s historical forecasting accuracy;
• We evaluated the appropriateness of trading and cash flow forecasts used in management’s valuation models and
agreed these to board approved budgets; and
• We performed sensitivity analysis on key assumptions and obtained supporting evidence to support key judgments
made by management.
We concluded that the accounting for business combinations and contingent consideration is appropriate and that
management’s estimates in respect of business combinations and contingent consideration fall within an acceptable range.
Valuation of investments in Group undertakings (parent)
The carrying value of Investments in the parent company financial statements
is £199.3 million (note 5 to the parent company financial statements). The key
judgement is whether the carrying value of the investments are supported by
the net asset position and/ or forecast future cash flows of the underlying Group
undertakings. As such it was this area where we applied the most audit effort in
respect of the audit of the parent company and hence why it was identified as a
key audit matter.
Audit procedures included, but were not limited to, the following:
• We assessed the net assets of the underlying investments to determine whether they were in excess of the carrying
value of the parent company’s investment in Group undertakings and confirmed that there were no impairment
indicators;
• We confirmed that the market capitalisation of the Group as at 31 July 2025 exceeded the carrying value of the
investment in Group undertakings; and
• We verified that the forecast future cash flows for the Group did not indicate an impairment.
We have no issues to report in respect of this work.
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130 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the group and
the company, the accounting processes and controls, and the industry in which they operate.
The Group operates across three regions; the UK, Continental Europe and Australasia. Its operations
and the associated financial information relating to each of these regions are disaggregated through a
number of operating and non-operating legal entities which, when aggregated, form the basis for the
consolidated financial statements. In total there are 72 components and a further consolidation ‘entity’
which we consider a component for the purposes of our scoping. It is at this component level that,
for the purposes of the Group audit, we determined the nature of the work to be performed over the
financial information. This was based on our assessment of audit risk and evaluation and allocation of
our materiality.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we
had adequate coverage of material balances in the financial statements, we considered the size of
components, the risk profile, organisation structure and the control environment of the Group as
well as changes in the business environment and other factors such as the impact of business
combinations and recent internal audit reports. We performed full scope audits of six components,
including the parent company, as well full scope procedures over the consolidation ‘entity’. These
were selected based on their size and risk characteristics. Our full scope procedures covered six
components, two within Australia, one in each of Germany and Sweden and two in the UK (including
the parent company). These represent the principal components within the Group and ensured work
was performed in all three of the Group’s regions.
We also performed specified audit procedures on a further five material account balances, completed
by the Group and Swedish component teams, in addition to the accounting for the Fantech business
combination and associated fair value adjustments, completed by one of our component audit teams.
Desktop reviews and targeted analytical procedures were completed on remaining components that
were not determined to be inconsequential to the consolidated financial statements.
Overall, our work including the specified audit procedures covered 71% of revenue, 72% of adjusted
profit before tax and 67% of net assets.
In establishing the overall approach to the Group audit, we determined the type of work that needed
to be performed by us, as the Group engagement team, or by component auditors operating under
our instructions. Where the work was performed by component auditors, we determined the level
of involvement we needed to have in the audit work at those components to be able to conclude
whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the
Group financial statements as a whole. In addition to instructing and reviewing the reporting from
our component audit teams, we conducted file reviews for all components and participated in key
meetings with component audit teams and had regular dialogue with component teams throughout
the year. We also conducted site visits to those components that were new to the Group in the year to
meet with component audit teams and local management teams.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the process management
adopted to assess the extent of the potential impact of climate risk on the Group’s financial statements
and support the disclosures made within the “Planet” section of the Annual Report, which includes the
Task Force on Climate-related Financial Disclosures.
The Group has determined that whilst it considers climate change to be a net opportunity for the
Group, the most significant future risks from climate change will be from changing weather patterns
that may directly damage production facilities or disrupt supply chains; investors and lenders not
allocating sufficient capital to the Group and governments implementing taxes or charges which
penalise the Group; and also increasing the input cost of energy, freight and materials. In addition
to enquiries with management, we also:
• Read additional reporting made by the entity on climate including its Carbon Disclosure Project
public submission; and
• Challenged and evaluated the completeness of management’s climate risk assessment by;
• Evaluating the consistency of the disclosures in relation to climate change (including the
disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) and ESG
Data Section within the Annual Report with the financial statements and our knowledge obtained
from our audit;
• Challenging the consistency of management’s climate impact assessment with internal climate
plans and board minutes, including whether the time horizons management have used take
account of all relevant aspects of climate change such as transition risks; and
• Reading the entity’s website and communications for details of climate related commitments,
impacts and any related inconsistencies.
Our procedures did not identify any material impact in the context of our audit of the financial
statements as a whole, or our key audit matters as of, and for the year ended 31 July 2025.
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131 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Financial statements – Group Financial statements – company
Overall
materiality
£4.2 million (2024: £3.5 million). £3.0 (2024: £2.5 million).
How we
determined it
5% of adjusted profit before tax 1% of net assets
Rationale for
benchmark
applied
Profit before tax is a generally accepted
auditing benchmark for listed engagements
as this is typically the primary measure of
performance. The Directors also use
adjusted profit before tax (adjusted for
amortisation on assets acquired through
business combinations, the fair value
movement on financial liabilities and the
cost of business combinations) as one
of the primary KPI’s. These line items
are adjusted as they do not represent
underlying performance of the Group’s core
operations, and we believe this adjusted
profit before tax is the primary measure
used by the other key stakeholders in
assessing the performance of the Group.
This is also a significant component of
adjusted EPS and a key metric for
management incentives.
We believe that net assets is the primary
measure used by the shareholders in
assessing the financial position of the
holding entity, and is a generally
accepted auditing benchmark.
For each component in the scope of our group audit, we allocated a materiality that is less than
our overall group materiality. The range of materiality allocated across components was between
£0.5 million and £3.7 million. Certain components were audited to a local statutory audit materiality
that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our audit and the nature and extent of
our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to
£3.2 million (2024: £2.6 million) for the group financial statements and £2.3 million (2024: £1.9 million)
for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls - and
concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during
our audit above £205,000 (group audit) (2024: £175,000) and £148,000 (parent company audit)
(2024: £125,000) as well as misstatements below those amounts that, in our view, warranted reporting
for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to
adopt the going concern basis of accounting included:
• We tested the mathematical accuracy of the model and the integrity of the underlying data used
by management in developing their going concern assessment and agreed their forecast to the
budgets approved by the Board. We concur that the model demonstrated sufficient liquidity and
headroom during the going concern forecast period;
• We challenged management on the key assumptions used in the model, including agreeing to
supporting evidence where appropriate, and assessing whether the sensitivities modelled in
the “severe but plausible” scenario were sufficiently severe to model potential future economic
downturn and had sufficient liquidity and covenant compliance headroom during the going
concern forecast period;
• We considered the historical accuracy of management forecasting by comparing budgeted
results to actual performance for the last two financial years and found it to be reasonable;
• We reviewed the new financing agreement entered into the period and confirmed all key terms
had been completely and accurately reflected into managements assessment;
• We reviewed the covenants applicable to the Group’s borrowings facility and confirmed that the
forecasts including the corresponding downsides supported ongoing compliance with the
covenants in the going concern assessment period;
• We reviewed the disclosures relating to going concern made by management in the financial
statements and found these to be consistent with the assessment prepared by management and
the procedures we performed.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and
the company’s ability to continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the group’s and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going concern
basis of accounting.
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132 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or material misstatement, we are required
to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to
report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in
the Strategic report and Directors’ Report for the year ended 31 July 2025 is consistent with the
financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
report and Directors’ Report.
Director’s Remuneration
In our opinion, the part of the Remuneration Committee Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement, included within the Strategic report is materially
consistent with the financial statements and our knowledge obtained during the audit, and we have
nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in
place to identify emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate
to adopt the going concern basis of accounting in preparing them, and their identification of any
material uncertainties to the group’s and company’s ability to continue to do so over a period of at
least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the group’s and company’s prospects, the
period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be
able to continue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company
was substantially less in scope than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the statement is in alignment with the
relevant provisions of the UK Corporate Governance Code; and considering whether the statement
is consistent with the financial statements and our knowledge and understanding of the group and
company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the group’s and
company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the company’s compliance with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for review by the auditors.
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133 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ responsibilities statement, the directors are responsible for
the preparation of the financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also responsible for such internal control
as they determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and
the company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to employment laws and health and safety
regulations, and we considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that have a direct impact
on the financial statements such as tax regulations, London Stock Exchange Listing Rules and the
Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined
that the principal risks were related to inappropriate manipulation of reported results through posting
of fraudulent journals and management bias in accounting estimates. The group engagement team
shared this risk assessment with the component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures performed by the group
engagement team and/or component auditors included:
• Enquiry with management, internal audit and Audit Committee regarding any litigations or claims
from non-compliance with laws and regulation and whether there were any known or suspected
instances of fraud;
• Review of internal audit reports and board meeting minutes for any instances of known or suspected
non-compliance with laws and regulation and fraud;
• Reviewing financial statement disclosures against specific legal requirements and relevant
legislation;
• Review of any employment disputes or litigation to ensure there were no broader non-compliance
issues with employment laws and regulations;
• Challenging the assumptions and judgements made by management in determining their
significant accounting estimates; and
• Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations, including significant transactions outside the normal course of business, and
evaluating their business rationale.
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events
and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a
body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Independent auditors’ report to the members of Volution Group Plc continued
134 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit
have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Remuneration Committee Report to be
audited are not in agreement with the accounting records and returns; or
• a corporate governance statement has not been prepared by the company.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on
13 December 2023 to audit the financial statements for the year ended 31 July 2024 and subsequent
financial periods. The period of total uninterrupted engagement is two years, covering the years ended
31 July 2024 to 31 July 2025.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an annual financial report prepared under the structured
digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured
digital format annual financial report has been prepared in accordance with those requirements.
Simon Bailey (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
8 October 2025
Independent auditors’ report to the members of Volution Group Plc continued
135 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Revenue from contracts with customers
3
419, 114
347 ,611
Cost of sales
(213, 496)
(169,344)
Gross profit
205, 618
1 78, 267
Administrative and distribution expenses
(13 0,567)
(109 ,5 45)
Operating profit before separately disclosed items
7
75, 051
6 8, 722
Costs of business combinations
(3, 138)
(206)
Fair value movement in contingent consideration
21
(4, 7 02)
1 ,84 5
Operating profit
6 7, 2 1 1
70 ,361
Finance income
5
306
283
Finance costs
5
(9 ,4 04)
(6, 605)
Re-measurement of financial liabilities
21
(455)
(87 0)
Unwinding of discounting on future consideration
21
(3, 176)
(6,599)
Profit before taxation
54,482
56,5 70
Taxation
9
(12,9 49)
(13, 773)
Profit for the year
41,533
42, 797
Exchange differences arising on translation of foreign operations
(2,965)
(6, 151)
Gain on currency loans relating to the net investment in foreign operations
3,210
1 ,1 24
Other comprehensive loss for the year
245
(5 ,0 2 7)
Total comprehensive income for the year, net of tax
41, 778
3 7, 7 7 0
Basic earnings per share
10
21 . 0p
21. 6p
Diluted earnings per share
10
2 0 .7p
21 . 4p
Consolidated Statement of Comprehensive Income
For the year ended 31 July 2025
136 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Property, plant and equipment
11
34, 010
3 0,1 9 3
Right-of-use assets
20
39 , 949
24, 894
Intangible assets – goodwill
12
235, 785
17 1,3 40
Intangible assets – others
14
125, 246
76 ,902
Total non-current assets
434,990
303, 329
Inventories
16
71,294
5 3 ,1 1 2
Trade and other receivables
17
77 ,390
55 ,239
Income tax assets
–
392
Cash and short-term deposits
18
1 8 ,7 8 0
1 8, 24 3
Total current assets
167 ,464
1 26,986
Total assets
602,454
430, 315
Trade and other payables
19
(71,739)
(4 6, 653)
Refund liabilities
3
(12,806)
(1 0,847)
Income tax liabilities
(2,308)
(3, 940)
Other financial liabilities
21
(31,597)
(2 2,068)
Interest-bearing loans and borrowings
22
(6,396)
(14,363)
Provisions
23
(2, 133)
(1, 450)
Total current liabilities
(1 2 6,97 9)
(99 ,321)
Interest-bearing loans and borrowings
22
(177 , 021)
(71,630)
Other financial liabilities
21
(1, 500)
–
Provisions
23
(730)
(819)
Deferred tax liabilities
25
(26, 236)
(12, 622)
Total non-current liabilities
(205 , 487)
(85, 0 71)
Total liabilities
(332, 466)
(184,392)
Net assets
269 ,988
2 45, 923
Share capital
24
2, 000
2, 000
Share premium
24
11,527
11,527
Treasury shares
(2,999)
(2, 250)
Capital reserve
93,85 5
93 ,85 5
Share-based payment reserve
6, 436
5,4 2 7
Foreign currency translation reserve
(6 , 007)
(6,252)
Retained earnings
165 , 17 6
141,616
Total equity
269 ,988
2 45, 923
The consolidated financial statements of Volution Group plc (registered number: 09041571) on pages
136 to 170 were approved by the Board of Directors and authorised for issue on 8 October 2025.
On behalf of the Board
Ronnie George Andy O’Brien
Chief Executive Officer Chief Financial Officer
8 October 2025 8 October 2025
Consolidated Statement of Financial Position
At 31 July 2025
137 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

At 1 August 2023
2, 000
11,527
(2,390)
93,8 5 5
5,584
(1,225)
116,894
226 ,245
Profit for the year
–
–
–
–
–
–
42,79 7
42, 797
Other comprehensive loss
–
–
–
–
–
(5,0 2 7)
–
(5,0 2 7)
Total comprehensive income
–
–
–
–
–
(5,0 2 7)
42,79 7
3 7,7 7 0
Purchase of own shares
–
–
(2, 732)
–
–
–
–
(2, 732)
Vesting of share options
–
–
2 ,87 2
–
(1, 214)
–
(1 ,6 5 8)
–
Share-based payment including tax
–
–
–
–
1,0 57
–
–
1 ,0 57
Dividends paid (note 26)
–
–
–
–
–
–
(16, 417)
(16, 417)
At 31 July 2024
2, 000
11,527
(2,250)
93,85 5
5 ,4 2 7
(6,252)
141,616
2 45, 923
Profit for the year
–
–
–
–
–
–
41,53 3
41,533
Other comprehensive loss
–
–
–
–
–
245
–
24 5
Total comprehensive income
–
–
–
–
–
245
41,53 3
41, 778
Correction to IFRS 16 lease transition*
–
–
–
–
–
–
93 2
932
Purchase of own shares
–
–
(3, 003)
–
–
–
–
(3, 003)
Vesting of share options
–
–
2,254
–
(1, 659)
–
100
695
Share-based payment including tax
–
–
–
–
2 ,6 6 8
–
–
2 ,6 6 8
Dividends paid (note 26)
–
–
–
–
–
–
(19 , 005)
(19 , 005)
At 31 July 2025
2, 000
11,527
(2,999)
93,8 5 5
6 ,436
(6, 00 7)
165, 176
269 , 988
* The IFRS 16 item above relates to the correction of an immaterial error identified in the value of lease liabilities and corresponding retained earnings adjustment recognised on transition to IFRS 16.
Consolidated Statement of Changes in Equity
For the year ended 31 July 2025
138 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Profit for the year after tax
41,533
42, 797
Income tax
12, 949
1 3 ,7 7 3
(154)
(184)
Amo
rtisation of acquired inventory fair value adjustment
7,048
–
Fair value movement in contingent consideration
21
Re-measurement of financial liabilities
21
455
870
Unwinding of discounting on future consideration
21
3, 176
6 ,599
Finance income
5
(306)
(283)
Finance costs
5
9, 4 04
6,6 0 5
Share-based payment expense
31
2 ,1 5 4
1, 20 0
Depreciation of property, plant and equipment
11
4 ,6 5 2
4, 413
Depreciation of right-of-use assets
20
6,0 7 0
4 ,7 3 8
Amortisation of intangible assets
14
13,5 40
11, 129
Increase in trade receivables and other assets
(7 ,06 0)
(2 ,7 7 6)
Decrease in inventories
6, 185
5,976
Amortisation of acquired inventory fair value adjustment
(7,048)
–
Increase/(decrease) in trade and other payables
11 ,98 5
(670)
Increase in provisions
389
2 04
Cash generated by operations
1 0 9 ,6 74
92,546
UK income tax paid
(5, 500)
(7, 0 1 9)
Overseas income tax paid
(14, 619)
(9, 817)
Payment of ERI contingent consideration
(4,580)
–
Net cash flow generated from operating activities
8 4 ,97 5
75, 710
Purchase of intangible assets
14
(2, 056)
(1,918)
Purchase of property, plant and equipment
11
(6,568)
(5 ,4 6 4)
and intangible assets – other
338
44 5
Business combination of subsidiaries, net of cash acquired
15
(107 ,358)
(8, 498)
Payment of i-Vent contingent consideration
15
–
(2,566)
Payment of ERI deferred consideration
15
–
(1 , 8 74)
Interest received
306
28 3
Net cash flow used in investing activities
(115, 338)
(19,592)
Repayment of interest-bearing loans and borrowings
(1 0 0,6 8 1)
(56, 734)
Repayment of VMI debt acquired
(24 8)
(237)
Repayment of ClimaRad vendor loan
(9 , 463)
–
Consideration paid for ClimaRad non-controlling interest
(20 ,853)
–
Proceeds from new borrowings
198, 828
28,283
Issue costs of new borrowings
(1 ,822)
–
Interest paid
(7 ,955)
(5, 321)
Payment of principal portion of lease liabilities
(5, 949)
(5, 6 72)
Dividends paid to equity holders of the parent
26
(19 , 005)
(16, 417)
Purchase of own shares
(2,308)
(2, 732)
activities
30 ,544
(58, 830)
Net increase/(decrease) in cash and cash equivalents
181
(2,712)
Cash and cash equivalents at the start of the year
18,2 43
2 1, 24 4
Effect of exchange rates on cash and cash equivalents
356
(289)
Cash and cash equivalents at the end of the year
18
1 8 ,7 8 0
1 8, 24 3
Volution Group plc (the Company) is a public limited company and is incorporated and domiciled in
the UK (registered number: 09041571). The share capital of the Company is listed on the London Stock
Exchange. The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX.
Consolidated Statement of Cash Flows
For the year ended 31 July 2025
139 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements
For the year ended 31 July 2025
1. Accounting policies
Basis of preparation
The Group’s consolidated financial statements have been prepared in accordance with UK-adopted
international accounting standards (UK-adopted IAS) and with the requirements of the Companies Act
2006 as applicable to companies reporting under those standards.
The consolidated financial statements have been prepared under the historical cost convention,
except for business combinations, other financial liabilities, share based payments, and derivative
financial instruments measured at fair value, as referred to in the respective accounting policies below.
The consolidated financial statements are presented in GBP, being the functional currency of the
parent company. All values are rounded to the nearest thousand (£000), except as otherwise indicated.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at 31 July 2025. Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee.
The Group re-assesses whether or not it controls an investee if there are changes to the facts and
circumstances indicate that there are changes to one or more of the three elements of control. The
financial statements of subsidiaries are prepared for the same reporting periods using consistent
accounting policies. All intercompany transactions and balances, including unrealised profits arising from
intra-group transactions, have been eliminated on consolidation.
Going concern
The financial position of the Group, its cash flows and liquidity position are set out in the financial
statements. Furthermore, note 27 to the consolidated financial statements includes the Group’s
objectives and policies for managing its capital, its financial risk management objectives, details of its
financial instruments and its exposure to credit and liquidity risk.
The financial statements have been prepared on a going concern basis. In adopting the going concern
basis, the Directors have considered external factors, including potential scenarios arising from the
political and macroeconomic uncertainty that has arisen post-Covid, the invasion of Ukraine early in
2022, from conflict in the Middle east, and from the Group’s other principal risks set out of page 45.
Under a severe but plausible downside scenario, the Group remains comfortably within its debt facilities
and the attached financial covenants within the period of assessment to 31 January 2027. The Directors
therefore believe, at the time of approving the financial statements, that the Company is well placed to
manage its business risks successfully and remains a going concern. The key facts and assumptions in
reaching this determination are summarised below.
Our financial position remains robust with the new debt facilities of £230 million, and an accordion of a
further £70 million, reducing to a £200 million facility in October 2027 and maturing in September 2028.
The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than
3x and for interest cover (adjusted EBITDA/net finance charges) of not less than 4x. As at 31 July 2025,
leverage was 1.2 (31 July 2024: 0.4) and interest cover was 13.6 (31 July 2024: 14.8).
Our base case scenario has been prepared using robust forecasts from each of our operating
companies, with each considering the risks and opportunities the businesses face.
We have then applied a severe but plausible downside scenario, based on a more severe downturn
than seen during the financial crisis and Covid pandemic, in order to model the potential concurrent
impact of:
• a general economic slowdown reducing revenue by 15% compared with forecast, with a
corresponding reduction in variable cost base;
• supply chain difficulties or input price increases reducing gross profit margin by 10%; and
• a 1% interest rate increase impacting cost of debt.
A reverse stress test scenario has also been modelled which shows a revenue contraction of c.26%
against the base case with no mitigations would be required to breach covenants, which is considered
extremely remote in likelihood of occurring. Mitigations available within the control of management
include reducing discretionary capex and discretionary indirect costs.
Over the short period of our climate change assessment (aligned to our going concern assessment), we
have concluded that there is no material adverse impact of climate change and hence have not included
any impacts in either our base case or downside scenarios of our going concern assessment. We have not
experienced material adverse disruption during periods of adverse or extreme weather in recent years, and
we would not expect this to occur to a material level over the period of our going concern assessment.
The Directors have concluded that the results of the scenario testing, combined with the significant
liquidity profile available under the revolving credit facility, confirm that the Group remains a going
concern.
Foreign currencies
For the purpose of presenting consolidated financial information, the assets and liabilities of the Group’s
foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period.
Income and expenses are translated at the average exchange rate for the period. Exchange differences
arising are classified as other comprehensive income and are transferred to the foreign currency translation
reserve. All other translation differences are taken to profit and loss with the exception of differences on
foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group
equity investments in foreign operations, in which case they are taken to other comprehensive income
together with the exchange difference on the net investment in these operations.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources.
The key judgement, apart from any involving estimations, that has the most significant effect on the
amounts recognised in the financial statements is the identification of the Group’s cash generating
units (CGUs) and the grouping of those CGUs for goodwill impairment testing purposes. This
judgement could have a significant impact on the carrying value of goodwill and other intangible
assets in the financial statements. Hence, the Directors have concluded that this is a key judgement
under the scope of paragraph 122 of IAS 1. Further details can be found in note 13 (impairment
assessment of goodwill).
140 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

1. Accounting policies continued
Critical accounting judgements and key sources of estimation uncertainty continued
Valuation of Fantech acquisition intangibles
The material estimates relevant to the current financial year relate to inputs into the valuation of
Fantech acquired customer relationships and trademark intangible assets. Reasonably possible
changes to key estimates in the valuation of these assets would have a material impact on the carrying
value of acquired intangible assets and hence the Directors have concluded that this is a material
accounting estimate. Further details can be found in note 15 (business combinations).
The Directors have concluded that there are no additional major sources of estimation uncertainty that
have a significant risk of resulting in a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Other judgements and estimates, which the Directors do not believe to be critical accounting
judgements or key sources of estimation uncertainty under the scope of paragraph 122 or 125 of IAS1,
but for which additional disclosures have been made in the relevant notes, include estimates and
assumptions made related to: impairment assessment of goodwill (note 13), and assumptions relating
to future performance of recent acquisitions in the valuation of various contingent financial liabilities
(note 21).
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
Separately disclosed items
The Group discloses some items on the face of the consolidated statement of comprehensive income
by virtue of their nature, size or incidence to allow a better understanding of the underlying trading
performance of the Group. These separately disclosed items include, but are not limited to, significant
restructuring costs and significant business combination and related integration and earn-out costs.
Revenue from contracts with customers (note 3)
Sale of products
Revenue from the sale of products is recognised at the point in time when control of the asset
is transferred to the buyer, usually on the delivery of the goods.
The Group considers whether there are other promises in the contract that are separate performance
obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and
volume rebates). In determining the transaction price for the sale of ventilation products, the Group
considers the effects of variable consideration (if any).
Volume rebates
The Group provides retrospective volume rebates to certain customers once the quantity of products
purchased during the period exceeds a threshold specified in the contract.
Before including any amount of variable consideration in the transaction price, the Group considers
whether the amount of variable consideration is constrained. The Group determined that the estimates
of variable consideration are not constrained, other than with respect to volume rebates, based on its
historical experience, business forecasts and the current economic conditions. In addition, the
uncertainty on the variable consideration will be resolved within a short timeframe.
At the reporting date, the Directors make estimates of the amount of rebate that will become payable by
the Group under these agreements; to estimate the variable consideration for the expected future rebates,
the Group applies the expected value method for contracts with more than one volume threshold. Where
the respective customer has been engaged with the Group for a number of years, historical settlement
trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that
appropriate internal approvals and reviews take place before rebates are recorded.
The sales rebate provision is recognised within refund liabilities, rather than trade receivables, as a
significant proportion of the agreements across the Group do not provide for credit notes to be raised
against receivable balances. Rather, cash payment of the rebate amount due is expected. Furthermore,
the majority of rebate agreements do not contain a clause which provides a legally enforceable right to
offset invoiced amounts.
Installation services
The Group provides installation services that are bundled together with the sale of equipment to a customer.
Contracts for bundled sales of equipment and installation services are comprised of two performance
obligations because the promises to transfer equipment and provide installation services are capable
of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price
based on an estimate of the relative standalone selling prices of the equipment and the residual
approach for installation services.
The Group recognises revenue from installation services at a point in time after the service has been
performed; this is because installation of the ventilation equipment is generally over a small timeframe,
usually around one to two days.
Contract balances
There are no contract assets or liabilities included within the statement of financial position, as
invoicing closely aligns with point of revenue recognition.
Segmental analysis (note 4)
The method of identifying reporting segments is based on internal management reporting information
that is regularly reviewed by the Chief Operating Decision-Maker, which is considered to be the Chief
Executive Officer of the Group.
In identifying its operating segments, management follows the Group’s market sectors. These are UK,
Continental Europe (Nordics and Central Europe) and Australasia.
The measure of revenue reported to the Chief Operating Decision-Maker to assess performance is
total revenue for each operating segment. The measure of profit reported to the Chief Operating
Decision-Maker to assess performance is adjusted operating profit (see note 33 for definition) for
each operating segment. Gross profit and the analysis below segment profit is additional voluntary
information and not ‘segment information’ prepared in accordance with IFRS 8.
Finance revenue and costs are not allocated to individual operating segments as the underlying
instruments are managed on a Group basis.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
141 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
1. Accounting policies continued
Segmental analysis (note 4) continued
Total assets and liabilities are not disclosed as this information is not provided by operating segment
to the Chief Operating Decision-Maker on a regular basis.
Finance income and costs (note 5)
Net financing costs comprise interest income on funds invested, changes in the fair value of financial
instruments and interest expense on borrowings. Interest income and expense is recognised as
it accrues in the statement of comprehensive income using the effective interest method.
Staff costs (note 6)
Pension
Contributions to defined contribution schemes are recognised in the statement of comprehensive
income in the period they become payable. The cost charged to the statement of comprehensive
income of providing retirement pensions for employees represents the amounts paid by the Group
to various defined contribution pension schemes operated by the Group in the financial period.
Income tax (note 9)
Current income tax assets and liabilities are measured at the amount expected to be recovered from,
or payable to, the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted at the reporting date. The Group's deferred tax policy is disclosed separately
later in this note.
Property, plant and equipment (note 11)
Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment
losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment; when
significant parts of property, plant and equipment are required to be replaced at intervals, the Group
recognises such parts as individual assets with specific useful lives and depreciates them accordingly.
All other repair and maintenance costs are recognised in the statement of comprehensive income
as incurred.
Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over
their estimated useful lives using the straight line method.
Tangible assets arising from a business combination are recognised initially at fair value at the date
of acquisition.
The estimated useful lives, residual values and depreciation methods are reviewed at each year-end,
with the effect of any changes in estimates accounted for on a prospective basis.
The following useful lives are used in the calculation of depreciation:
Freehold buildings – 30–50 years
Plant and machinery – 5–10 years
Fixtures, fittings, tools, equipment and vehicles – 4–10 years
Depreciation is charged to either cost of sales or administrative expenses based on how the asset is
used within the business.
Goodwill (note 12)
Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration
transferred over the net identifiable assets acquired and liabilities assumed. During the measurement
period (12 months from the date of acquisition) adjustments could be made to goodwill as a result of
new information relating to events or circumstances relating to the acquisition date.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Impairment assessment of goodwill (note 13)
Goodwill is required to be tested annually for impairment. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its recoverable amount, where the recoverable
amount is the higher of the asset’s fair value less costs of disposal and value-in-use.
Goodwill acquired through business combinations has been allocated, for impairment testing
purposes, to a group of cash generating units (CGUs). These grouped CGUs are: UK, Central Europe,
Nordics and Australasia. This is also the level at which management is monitoring the value of goodwill
for internal management purposes. The identification of the Group’s CGUs used for impairment testing
is considered a critical judgement within the scope of paragraph 122 of IAS1.
The Group’s value-in-use calculation is based on a discounted cash flow model.
Intangible assets – other (note 14)
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from
goodwill where they satisfy the definition of an intangible asset and their fair values can be measured
reliably. The cost of such intangible assets is their fair value at the business combination date.
The fair value of patents, trademarks and customer base acquired and recognised as part of a
business combination is determined using the relief-from-royalty method or multi-period excess
earnings method.
Research and development
Research costs are expensed as incurred. Development expenditure on an individual project is
recognised as an intangible asset when the Company can demonstrate: the technical feasibility
of completing the intangible asset so that it will be available for use or sale; its intention to complete
and its ability to use or sell the asset; how the asset will generate future economic benefits; the
availability of resources to complete the asset; and the ability to reliably measure the expenditure
during development.
Software costs
Software that is not integral to an item of property, plant or equipment is recognised separately as an
intangible asset.
142 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
1. Accounting policies continued
Intangible assets – other (note 14) continued
Subsequent measurement of intangible assets
Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives
as follows:
Development costs 10 years
Software costs 5–10 years
Customer base 5–10 years
Trademarks 10–25 years
Patents/technology 5–20 years
The estimated useful life and amortisation methods are reviewed at the end of each reporting period,
with the effect of any changes in estimate being accounted for on a prospective basis.
Impairment of other non-current assets excluding goodwill
Assets that are subject to amortisation are reviewed for impairment whenever events or circumstances
indicate that the carrying amount may not be recoverable. At each reporting date, the Group
completes an assessment of indicators of impairment impacting non-current assets excluding
goodwill. If any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss, if any.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the CGU to which the asset belongs. Where a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or
otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent
allocation basis can be identified.
Business combinations (note 15)
Business combinations are accounted for using the acquisition method. The cost of the business
combination is measured as the aggregate of the consideration transferred, measured at fair value
on the date of the business combination. The business combination costs incurred are expensed.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions at the business combination date.
Contingent and/or deferred consideration (note 21) resulting from business combinations is accounted
for at fair value at the acquisition date as part of the business combination, and it is subsequently
re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss.
The key estimates and assumptions used in determining the discounted cash flows take into
consideration the probability of meeting each performance target and a discount factor.
Inventories (note 16)
Inventories are stated at the lower of cost and net realisable value.
The cost of work in progress and finished goods includes the cost of direct raw materials and labour
and an appropriate portion of fixed and variable overhead expenses based on normal operating
capacity but excludes borrowing costs. The cost of raw materials is purchase cost valued using a
first-in, first-out basis.
Finished goods and work in progress inventories acquired as part of business combinations is valued
at fair value less cost to sell. Fair value is estimated using a top down method, based on estimated
product sales prices, costs to complete and estimated selling/disposal costs.
Net realisable value represents the estimated selling price for inventories less all estimated costs
of completion and costs to sell.
Provisions are made to write down slow-moving, excess and obsolete items to net realisable value,
based on an assessment of technological and market developments and on an analysis of historical
and projected usage with regard to quantities on hand.
Financial instruments
The Group measures its financial assets either at amortised cost or at fair value through profit and loss,
depending on the purpose for which the asset was acquired. Financial assets held at amortised cost
include trade and other receivables and cash and cash equivalents. Financial assets held at fair value
through profit and loss include in the money forward exchange forward contracts.
The Group measures its financial liabilities either at amortised cost or at fair value through profit and
loss, depending on the purpose for which the liability was acquired. Financial liabilities held at
amortised cost include trade payables and accruals, lease liabilities, interest bearing bank loans and
provisions. Financial liabilities held at fair value through profit and loss include contingent and deferred
consideration and out of the money forward exchange forward contracts.
Trade and other receivables (note 17)
Trade and other receivables are carried at original invoice or contract amount less any provisions for
discounts and expected credit losses (ECLs).
The Group applies a simplified approach in calculating ECLs. Receivables are categorised by common
risk characteristics that are representative of the customers’ abilities to pay all amounts due in
accordance with the contractual terms, including number of days past receivable due date. The
expected loss rates are calculated using the provision matrix approach. The provision matrix is
determined based on historical observed default rates over the expected life of the receivables and is
adjusted for forward-looking estimates.
Cash and cash equivalents (note 18)
Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an
original maturity of three months or less. Some regions of the Group have cash pooling arrangements
which offsets bank overdrafts against cash balances.
143 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
1. Accounting policies continued
Trade payables and accruals (note 19)
Trade payables and accruals principally comprise of amounts outstanding for trade purchases and
ongoing costs. These are recognised at the amounts expected to be paid.
Leases (note 20)
The Group leases a range of assets including property, plant and equipment and vehicles. The Group’s
lease liabilities are included in interest-bearing loans and borrowings on the statement of financial
position.
At the commencement date of the lease, the Group measures lease liabilities at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the Group and payments of
penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.
Leases are measured to the end of the lease term, including any extension options within Group
control, unless it is considered reasonably certain that the lease will be exited at an earlier available
break date.
In calculating the present value of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date where the interest rate implicit in the lease is not readily
determinable.
Right-of-use assets are measured based on the value of corresponding lease liability, plus any lease
payments made at or before the commencement date, less any lease incentives received, any initial
direct costs, and any provision for restoration costs.
The carrying amount of lease liabilities and right-of-use assets are re-measured if there is a
modification or reassessment of lease terms, including a change in the contractual or assessed lease
term, a change in the lease payments or a change in the assessment of an option to purchase the
underlying asset.
Right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful
life and the lease term.
Freehold buildings – up to 20 years
Plant and machinery – 3–6 years
Fixtures, fittings, tools, equipment and vehicles – 2–5 years
Depreciation charge is split between cost of sales and administrative expenses based on estimated
split of property usage between production and sales and administrative functions.
The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases
that have a lease term of 12 months or less from the commencement date and do not contain a
purchase option). It also applies the lease of low-value assets recognition exemption to leases that are
considered to be low value. Lease payments on short-term leases and leases of low-value assets are
recognised as expense on a straight-line basis over the lease term.
Derivative financial instruments (note 21)
The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate
risk. Instruments used are principally foreign exchange forward contracts. No derivative contracts have
been designated as hedges for accounting purposes.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are
subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is
immediately recognised in the statement of comprehensive income.
Interest-bearing loans and borrowings (note 22)
Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of
transaction costs.
Borrowings and other financial liabilities are subsequently measured at amortised cost using the
effective interest method. Finance cost includes the amortisation of initial transaction costs as well as
any interest payable while the liability is outstanding.
Provisions for warranties and property dilapidations (note 23)
Provisions for warranties are made with reference to the warranty period, recent trading history and
historical warranty claim information, and the view of management as to whether warranty claims are
expected.
Dilapidation provisions relate to estimated contractual restoration costs expected to be paid on exit of
the lease, discounted to present value.
Deferred tax (note 25)
Deferred tax is recognised on all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities and there is an intention to settle the balances on a net basis.
The carrying amount of deferred tax assets is reviewed at each reporting date.
Deferred tax is charged or credited to other comprehensive income if it relates to items that are
charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited
directly to equity if it relates to items that are credited or charged directly to equity.
Management judgement is required to determine the amount of deferred tax assets that can be
recognised, based on the likely timing and level of future taxable profits together with an assessment
of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of
complex tax regulations, changes in tax laws and the amount and timing of future taxable income.
Given the wide range of international business relationships and the long-term nature and
complexity of existing contractual agreements, differences arising between the actual results
and the assumptions made, or future changes to such assumptions, could necessitate future
adjustments to tax income and expense already recorded.
144 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
1. Accounting policies continued
Dividends paid and proposed (note 26)
Dividends are recognised when they meet the criteria for recognition as a liability or when they are
paid.
Share-based payments (note 31)
Equity-settled transactions
The Group enters into equity-settled share-based payment transactions with its employees,
in particular as part of the Volution Long-term Incentive Plan.
The cost of equity-settled transactions is determined by the fair value at the date when the grant
is made using the valuation model detailed within note 31 and incorporates an assessment of relevant
performance conditions. The cost is recognised in employee benefits expense (note 6), together with
a corresponding increase in equity (share-based payment reserve), over the vesting period in which
the service and performance conditions are fulfilled. The amount to be expensed over the vesting
period is adjusted at each balance sheet date to reflect the number of awards for which conditions are
expected to be met, such that the amount ultimately recognised as an expense is based on the
number of awards that meet the conditions at the vesting date. The impact of the revision of original
estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.
Treasury shares
The treasury shares reserve represents the cost of shares in Volution Group plc purchased in the
market and held by the Volution Employee Benefit Trust to satisfy obligations under the Group’s share
incentive schemes. Treasury shares are recognised at cost and deducted from equity. No gain or loss
is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity
instruments. Any difference between the carrying amount and the consideration, if reissued, is
recognised in share premium. Shares are transferred out of treasury share reserve upon vesting of
awards under share incentive plans.
Capital reserve
The capital reserve is the difference in share capital and reserves arising from the use of the pooling of
interest method for preparation of the financial statements in 2014. This is a non-distributable reserve.
Share-based payment reserve
The share-based payment reserve is used to recognise the value of equity-settled share-based
payments provided to key management personnel, as part of their remuneration. Refer to note 31
for further detail of these plans.
Foreign currency translation reserve
For the purpose of presenting consolidated financial information, the assets and liabilities of the
Group’s foreign operations are expressed in GBP using exchange rates prevailing at the end of the
reporting period. Income and expenses are translated at the average exchange rate for the period.
Exchange differences arising are classified as other comprehensive income and are transferred to the
foreign currency translation reserve. All other translation differences are taken to profit and loss with
the exception of differences on foreign currency borrowings to the extent that they are used to finance
or provide a hedge against Group equity investments in foreign operations, in which case they are
taken to other comprehensive income together with the exchange difference on the net investment
in these operations.
New standards or interpretations
The standards or interpretations listed below have become effective since 1 August 2024 for annual
periods beginning on or after 1 January 2024 and had no material impact on these consolidated
financial statements:
• Amendments to IAS 1 ‘Classification of liabilities as current or non-current’;
• Amendments to IFRS 16 ‘Lease liability in a sale and leaseback’;
• Amendments to IAS 1 ‘Non-current liabilities with covenants’; and
• Amendments to IAS 7 ‘Supplier finance arrangements’.
The segment analysis reporting disclosures in note 4 have been updated retrospectively following the
July 2024 IFRIC agenda decision on IFRS 8 Segment reporting to include disclosure of material costs,
being cost of sales, included within profit measures reported to the Chief Operating Decision-Maker.
At the date of authorisation of these consolidated financial statements, the Group has not early
adopted the following new and revised IFRS Standards that have been issued but are not yet effective.
The following amendments become effective after 1 January 2027:
• Amendments to IFRS 18 ‘Presentation and disclosure in financial statements’.
The Directors do not expect that the adoption of the Standards listed above will have a material impact
on the consolidated financial statements of the Group in future periods.
145 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
2. Adjusted earnings
The Board and key management use some Alternative Performance Measures (APMs) to track and
assess the underlying performance of the business. These measures include adjusted operating profit
and adjusted profit before tax. These measures are deemed helpful as they remove items that do not
reflect the day-to-day trading operations of the business and therefore their exclusion is relevant to an
assessment of the day-to-day trading operations, as opposed to overall annual business performance.
Such alternative performance measures are not defined terms under IFRS and may not be comparable
with similar measures disclosed by other companies. Likewise, these measures are not a substitute for
IFRS measures of profit. A reconciliation of these measures of performance to the corresponding
reported figure is shown below. For definitions of terms referred to see note 33.
Profit after tax
41,533
42,797
Fair value movement in contingent consideration (note 21)
4,702
(1,845)
Cost of business combinations (note 15)
3,138
206
Unwinding of discounting on future consideration (note 21)
3,176
6,599
Amortisation of acquired inventory fair value adjustment (note 15)
7,048
-
Net loss/(gain) on financial instruments at fair value (note 5)
19
(144)
combinations (note 14)
11,335
9,322
Tax effect of the above
(5,341)
(1,664)
Adjusted profit after tax
65,610
55,271
Adjusted tax charge
18,290
15,437
Adjusted profit before tax
83,900
70,708
Interest payable on bank loans, lease liabilities and amortisation of
financing costs (note 5)
9,385
6,605
Re-measurement of financial liabilities (note 21)
455
870
Finance income (note 5)
(306)
(139)
Adjusted operating profit
93,434
78,044
Depreciation of property, plant and equipment (note 11)
4,652
4,413
Depreciation of right-of-use assets (note 20)
6,070
4,738
Amortisation of development costs, software and patents (note 14)
2,205
1,807
Adjusted EBITDA
106,361
89,002
3. Revenue from contracts with customers
Revenue recognised in the statement of comprehensive income is analysed below:
Sale of goods
413,989
341,207
Installation services
5,125
6,404
Total revenue from contracts with customers
419,114
347,611
Residential
115,196
105,039
Commercial
30,091
28,158
Export
15,691
12,130
OEM
15,132
15,448
Total UK
176,110
160,775
Nordics
45,984
47,376
Central Europe
90,638
87,016
Total Continental Europe
136,622
134,392
Total Australasia
1
106,382
52,444
Total revenue from contracts with customers
419,114
347,611
Arising from retrospective volume rebates
12,268
10,264
Arising from rights of return
538
583
Refund liabilities
12,806
10,847
Notes
1. Included in the Australasia revenue is £56,234,000 of inorganic revenue from the business combination of
Fantech (2024: £7,801,000 of inorganic revenue from the business combination of DVS).
Of the total rebates, approximately £5.6 million (2024: £4.1 million) is non-coterminous with the
year-end and is based on actual revenue recorded to 31 July 2025 and an estimate of the total revenue
for the rebate period.
146 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

3. Revenue from contracts with customers continued
Geographic information
The Group operates in several geographical locations and sells on to external customers in all parts of
the world. No individual country amounts to more than 5% of revenue, other than those noted below.
The following is an analysis of revenue from continuing operations by geographical destination:
United Kingdom
155,073
142,231
Germany
18,942
18,919
Netherlands
32,703
24,978
Sweden
22,305
26,134
Australia
74,580
25,048
New Zealand
31,673
27,698
Rest of the world
83,838
82,603
Total revenue from contracts with customers
419,114
347,611
Information about major customers
Annual revenue from no individual customer accounts for more than 10% of Group revenue in either
the current or prior year.
4. Segmental analysis
The Group’s reportable segments are described below. The segmental regional structure reflects the
current internal reporting provided to the Chief Operating Decision-Maker (considered to be the CEO
of the Group) on a regular basis.
The segmental results include an allocation of central head office costs, where the costs are
attributable to a segment. Costs of running the parent company are reported separately as
central costs.
Revenue from contracts with
external customers
176,110
136,622
106,3821
–
419,114
adjustment)
(82,959)
(66,459)
(57,030)
–
(206,448)
Adjusted segment EBITDA
50,783
36,814
25,259
(6,495)
106,361
of development costs, software and
patents
(4,917)
(3,952)
(3,380)
(678)
(12,927)
Adjusted operating profit/(loss)
45,866
32,862
21,879
(7,173)
93,434
Amortisation of intangible
assets acquired through business
combinations
(1,882)
(5,587)
(3,866)
–
(11,335)
Amortisation of acquired inventory fair
value adjustment
–
–
( 7,048)
–
(7,048)
consideration
(4,702)
(4,702)
operating costs
–
–
–
(3,138)
(3,138)
Operating profit/(loss)
43,984
27,275
10,965
(15,013)
67,211
Net finance cost
–
–
–
(9,098)
(9,098)
consideration
–
–
–
(3,176)
(3,176)
Re-measurement of financial liabilities
–
–
–
(455)
(455)
Profit/(loss) before tax
43,984
27,275
10,965
(27,742)
54,482
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
147 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
4. Segmental analysis continued
with external customers
160,775
134,392
52,444
1
–
347,611
Cost of sales
(78,672)
(65,932)
(24,740)
–
(169,344)
Adjusted segment EBITDA
45,161
35,859
13,458
(5,476)
89,002
of development costs,
software and patents
(4,956)
(3,801)
(1,534)
(667)
(10,958)
profit/(loss)
40,205
32,058
11,924
(6,143)
78,044
Amortisation of intangible
assets acquired through
business combinations
(5,634)
(2,895)
(793)
–
(9,322)
Fair value movement on
contingent consideration
–
–
–
1,845
1,845
operating costs
–
–
–
(206)
(206)
Operating profit/(loss)
34,571
29,163
11,131
(4,504)
70,361
Net finance income/(cost)
–
–
24
(6,346)
(6,322)
Unwinding of discounting on
future consideration
–
–
–
(6,599)
(6,599)
of financial liabilities
–
–
–
(870)
(870)
Profit/(loss) before tax
34,571
29,163
11,155
(18,319)
56,570
Note
1. Included in the Australasia revenue is £56,234,000 of inorganic revenue from the business combination of
Fantech (2024: £7,801,000 of inorganic revenue from the business combination of DVS).
Non-current asset information
The non-current assets are disclosed below based on the Group's CGU groups:
United Kingdom
111,874
112,515
Europe (excluding United Kingdom and Nordics)
109,396
109,560
Nordics
30,181
30,274
Australasia
183,539
50,980
Total
434,990
303,329
5. Finance income and costs
Net gain on financial instruments at fair value
–
144
Interest receivable
306
139
Total finance income
306
283
Net loss on financial instruments at fair value
(19)
–
Interest payable on bank loans
(7,373)
(4,427)
Amortisation of finance arrangement costs
(488)
(692)
Lease interest
(1,256)
(763)
Other interest
(268)
(723)
Total finance costs
(9,404)
(6,605)
Net finance costs
(9,098)
(6,322)
148 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

6. Staff costs
Employee costs, including Directors’ remuneration, comprise:
Wages and salaries
86,048
69,286
Social security costs
9,373
7,691
Defined contribution pension costs
4,174
3,303
Share-based payment charge (see note 31)
2,154
1,200
101,749
81,480
Total contributions payable in the next financial year are expected to be at rates broadly similar to
those in 2023/24 but based on actual salary levels in 2024/25.
Average monthly number of employees in the year
Production
1,173
1,083
Sales and administration
820
786
1,993
1,869
Directors’ remuneration
Directors’ remuneration
4,335
3,265
Non-Executive Directors’ remuneration
468
414
Directors’ cash payment in lieu of employer’s pension contribution
54
43
Directors’ pension scheme contributions
–
–
The number of Directors accruing benefits under Group money purchase pension arrangements was
nil (2024: nil).
The aggregate amount of gains made by the directors on the exercise of share options was £1,329,000
(2024: £3,098,000).
The Group also incurred fees and expenses of £468,000 (2024: £414,000) in respect of Claire Tiney,
Amanda Mellor, Nigel Lingwood, Margaret Amos, Jonathan Davis, Celia Baxter and Emmanuelle Dubu
for their services as Non-Executive Directors.
7. Other operating expenses
Cost of sales, distribution costs and administrative expenses include the following:
Cost of inventories recognised as expenses
163,658
125,858
Depreciation of property, plant and equipment
2,651
2,171
Depreciation of right-of-use assets
3,593
2,904
Amortisation of intangible assets
164
172
Research and development costs
6,228
5,220
Depreciation of property, plant and equipment
2,001
2,242
Depreciation of right-of-use assets
2,477
1,834
Amortisation of intangible assets
13,376
11,015
Net foreign exchange differences
158
(27)
Gain on disposal of property, plant and equipment, and intangible
assets – other
(154)
(184)
8. Auditor’s remuneration
The Group paid the following amounts to its auditors, PwC, and its member firms in respect of the
audit of the financial statements and for other services provided to the Group.
Fees for the audit of the parent and Group financial statements
839
851
Fees for local statutory audits of subsidiaries
97
36
Fees payable for interim review
123
106
Total
1,059
993
In addition to the above, tax compliance services were provided by PwC to Fantech in the 3 month
transition window post acquisition. The cost of these services of £6,000 was borne by the previous
owners of Fantech and is therefore not included in the table above.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
149 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
9. Income tax
(a) Income tax charges against profit for the year
Current UK income tax expense
6,623
5,571
Current foreign income tax expense
11,719
10,278
Tax credit relating to the prior year
(803)
(80)
Total current tax
17,539
15,769
Origination and reversal of temporary differences
(5,044)
(2,224)
Effect of changes in the tax rate
(134)
58
Tax charge relating to the prior year
588
170
Total deferred tax
(4,590)
(1,996)
Net tax charge reported in the consolidated statement of
comprehensive income
12,949
13,773
(b) Income tax recognised in equity for the year
(Increase)/decrease in deferred tax asset on share-based payments
(514)
380
Translation differences
121
(212)
Net tax (credit)/charge reported in equity
(393)
168
(c) Reconciliation of total tax
Profit before tax
54,482
56,570
tax in the UK of 25.00% (2024: 25.00%)
13,621
14,143
Adjustment in respect of previous years
(215)
89
Expenses not deductible for tax purposes
781
2,738
Effect of changes in the tax rate
(134)
58
Effect of overseas tax rates
875
(931)
Patent-related tax relief
(930)
(719)
Share exercise
(1,163)
(1,407)
Other
Net tax charge reported in the consolidated statement
114
(198)
of comprehensive income
12,949
13,773
Our reported effective tax rate for the period was 23.8% (2024: 24.4%). Our underlying effective tax
rate, on adjusted profit before tax, was 21.8% (2024: 21.8%).
The effect of overseas tax rates relates to the Group’s profits from subsidiaries which are subject to tax
jurisdictions with a blended lower average rate of tax compared to the standard rate of corporation tax
in the UK (see note 29 for subsidiary locations).
We expect our medium-term reported effective tax rate to be in the range of 29% to 35% of the
Group’s reported profit before tax and our underlying effective tax rate to be in the range of 22%
to 25% of the Group’s adjusted profit before tax.
In June 2023, the UK Government substantively enacted legislation introducing a global minimum
corporate income tax rate, to have effect from 2024 in line with the OECD’s Pillar Two model
framework on large multinational enterprises with a consolidated group revenue of €750 million plus.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes and
based on an assessment of the most recent information available regarding the financial performance
of the constituent entities in the Group, we do not expect to be within the scope of Pillar Two and
therefore do not expect it to have a material impact on the Group’s tax rate or tax payments.
150 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

10. Earnings per share (EPS)
The following reflects the income and share data used in the basic and diluted earnings per
share computations:
Statutory profit attributable to ordinary equity holders
41,533
42,797
Adjusted profit attributable to ordinary equity holders
65,610
55,271
Number
Number
Weighted average number of ordinary shares for basic earnings per share
197,962,762
197,739,417
Share options
2,712,502
2,143,783
Weighted average number of ordinary shares for diluted earnings per share
200,675,264
199,883,200
Basic
21.0p
21.6p
Diluted
20.7p
21.4p
Basic
33.1p
28.0p
Diluted
32.7p
27.6p
The weighted average number of ordinary shares has increased as a result of a reduction in the
treasury shares held by the Volution Employee Benefit Trust (EBT) during the year (see note 24 for
details). The shares are excluded when calculating the reported and adjusted EPS.
Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, Adjusted
earnings. See note 33, Glossary of terms, for an explanation of the adjusted basic and diluted
earnings per share calculation.
11. Property, plant and equipment
At 1 August 2023
18,009
19,440
14,080
51,529
On business combinations
31
88
66
185
Additions
423
1,561
3,424
5,408
Disposals
(12)
(242)
(1,283)
(1,537)
Net foreign currency exchange differences
(164)
(137)
(183)
(484)
At 31 July 2024
18,287
20,710
16,104
55,101
On business combinations
–
794
627
1,421
Additions
1,220
1,995
3,353
6,568
Transfer from leased assets
–
–
504
504
Disposals
(78)
(839)
(2,294)
(3,211)
Net foreign currency exchange differences
367
192
329
888
At 31 July 2025
19,796
22,852
18,623
61,271
At 1 August 2023
5,436
7,859
8,786
22,081
Charge for the year
526
1,906
1,981
4,413
Disposals
(12)
(241)
(1,107)
(1,360)
Net foreign currency exchange differences
(44)
(22)
(160)
(226)
At 31 July 2024
5,906
9,502
9,500
24,908
Charge for the year
555
1,934
2,163
4,652
Transfer from leased assets
–
–
224
224
Disposals
(78)
(778)
(2,171)
(3,027)
Net foreign currency exchange differences
110
209
185
504
At 31 July 2025
6,493
10,867
9,901
27,261
At 31 July 2024
12,381
11,208
6,604
30,193
At 31 July 2025
13,303
11,985
8,722
34,010
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
151 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
12. Intangible assets – goodwill
Goodwill
£000
At 1 August 2023
168,988
On the business combination of DVS
5,037
Net foreign currency exchange differences
(2,685)
At 31 July 2024
171,340
On the business combination of Fantech
66,621
Net foreign currency exchange differences
(2,176)
At 31 July 2025
235,785
13. Impairment assessment of goodwill
Carrying value of goodwill
61,000
18,985
64,277
91,523
CGU value-in-use headroom
1
332,851
115,035
104,391
44,966
Carrying value of goodwill
61,000
18,151
62,827
29,362
CGU value-in-use headroom
1
249,557
49,409
66,028
45,101
Note:
1. Headroom is shown at the date of impairment testing, and is calculated by comparing the value-in-use of a group
of CGUs to the carrying amount of its asset, which includes the net book value of fixed assets (tangible and
intangible), goodwill and operating working capital (current assets and liabilities).
Impairment review
Under IAS 36 ‘Impairment of assets’, the Group is required to complete an impairment review of
goodwill at least annually. The recoverable amounts for each CGU group are based on value-in-use,
which has been derived from discounted cash flow (DCF) calculations.
The value-in-use headroom for each CGU group has been set out above; in all CGUs it was concluded
that the carrying amount was in excess of the value-in-use and all CGUs had positive headroom.
When assessing for impairment of goodwill, we have considered the impact of climate change,
particularly in the context of the risks and opportunities identified in the TCFD disclosure in the Annual
Report. We have not identified any material short-term and medium-term impacts from climate change
that would impact the carrying value of goodwill. Over the long term, the risks and opportunities are
more uncertain and we will continue to assess these risks at each reporting period.
Assumptions in the value-in-use calculation
The calculation of value-in-use for all CGUs is most sensitive to the following assumptions:
• cash flow projections based on financial budgets approved by the Board covering the next financial
period;
• cash flows beyond the budget period are extrapolated over years 2–5 using specific growth rates.
Growth rates for each of the CGU groups are based on historical growth rates, market expectations
and the stated Group strategic goals;
• long-term growth rates of 2% (2024: 2%) for all CGUs have been applied to the period beyond which
budgets and forecasts do not exist, based on historical macroeconomic performance and
projections for the geographies in which the CGUs operate; and
• discount rates are calculated based on the CGU weighted average cost of capital and reflects the
current market assessment of the risks specific to each operation. The pre-tax discount rates used
for each CGU are:
• UK 13.5% (2024: 13.5%);
• Nordics: 11.3% (2024: 12.2%);
• Central Europe: 13.4% (2024: 12.4%); and
• Australasia: 14.3% (2024: 15.0%).
Australasia headroom has decreased as a proportion of the carrying value of Australasia goodwill due
to the sizeable acquisition of Fantech, where assets and liabilities acquired were measured at fair value
at the date of acquisition (note 15). Therefore, carrying value of Fantech net assets as at 31 July 2025
remains reasonably equivalent to their fair value.
We have tested the sensitivity of our headroom calculations in relation to the above assumptions,
including severe performance downside scenarios aligned with the Group going concern assessment,
and the Group does not consider that reasonably possible changes in these assumptions could cause
the carrying value of the CGUs to materially exceed their recoverable value.
152 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

14. Intangible assets – other
At 1 August 2023 as previously stated
12,732
10,277
160,841
55,260
3,417
1,163
243,690
Reclassification of brought forward balances*
–
184
1,301
2,488
80
(207)
3,846
At 1 August 2023 reclassified
12,732
10,461
162,142
57,748
3,497
956
247,536
Additions
1,578
318
–
–
–
–
1,896
On business combinations
–
35
1,667
2,309
–
–
4,011
Disposals
(21)
(75)
(84)
–
–
–
(180)
Net foreign currency exchange differences
(288)
176
(1,544)
(554)
(61)
–
(2,271)
At 31 July 2024 reclassified
14,001
10,915
162,181
59,503
3,436
956
250,992
Additions
1,619
437
–
–
–
–
2,056
On business combinations
–
74
41,058
21,603
–
–
62,735
Disposals
(49)
(756)
–
–
–
(956)
(1,761)
Net foreign currency exchange differences
264
(98)
(668)
(518)
60
–
(960)
At 31 July 2025
15,835
10,572
202,571
80,588
3,496
–
313,062
At 1 August 2023 as previously stated
3,266
7,158
118,929
27,132
2,179
1,163
159,827
Reclassification of brought forward balances*
–
159
7,656
(4,086)
324
(207)
3,846
At 1 August 2023 reclassified
3,266
7,317
126,585
23,046
2,503
956
163,673
Charge for the year
847
1,035
6,333
2,718
196
–
11,129
Disposals
(21)
(75)
–
–
–
–
(96)
Net foreign currency exchange differences
(186)
8
(17)
(361)
(60)
–
(616)
At 31 July 2024 reclassified
3,906
8,285
132,901
25,403
2,639
956
174,090
Charge for the year
1,145
1,060
7,424
3,712
199
–
13,540
Disposals
(49)
(756)
–
–
–
(956)
(1,761)
Net foreign currency exchange differences
420
120
1,130
310
(33)
–
1,947
At 31 July 2025
5,422
8,709
141,455
29,425
2,805
–
187,816
At 31 July 2024 reclassified
10,095
2,630
29,280
34,100
797
–
76,902
At 31 July 2025
10,413
1,863
61,116
51,163
691
–
125,246
* The brought forward balances have been reclassified between asset categories to correct a historical misallocation of movements. There is no impact on total intangible asset value brought forward or on the prior year income
statement.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
153 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
14. Intangible assets – other continued
The Group has the following individually material intangible assets with definite useful lives:
Simx Limited
4,481
8
ClimaRad BV
6,694
3
ERI
8,021
6
Fantech
37,249
14
Volution Holdings Limited and its subsidiaries
14,327
12
Fantech
19,959
24
15. Business combinations
Business combinations in the year ended 31 July 2025
Fantech
On 29 November 2024, Volution Group acquired Fantech, a market leading position in commercial and
residential ventilation in Australasia. The acquisition of Fantech is in line with the Group’s strategy to
grow by selectively acquired value-adding businesses in new and existing markets and geographies.
Total consideration for the purchase of Fantech is AUD$281 million (£142.3 million), with initial
consideration of AUD$221 million (£112.7million) on a debt-free, cash-free basis, with further non-
contingent consideration of AUD$60 million (£29.6 million) payable 12 months after the
completion date.
Transaction costs relating to professional fees associated with the business combination in the period
ending 31 January 2025 were £2,376,000 and have been expensed as cost of business combinations
separately disclosed on the face of the consolidated statement of comprehensive income above
operating profit.
The fair values of the acquired assets and liabilities recognised in our financial statements are
provisional, as they are based on the information available at the acquisition date; adjustments may be
required if additional relevant information becomes available within the measurement period, which
extends up to 12 months from the acquisition date.
The fair value of the net assets acquired is set out below:
Intangible assets
1,127
61,608
62,735
Property, plant and equipment
1,421
–
1,421
Right of use assets
11,654
1,065
12,719
Inventory
19,648
5,078
24,726
Trade and other receivables
15,462
–
15,462
Trade and other payables
(13,406)
–
(13,406)
Lease liabilities
(14,362)
1,448
(12,914)
Income tax
(684)
–
(684)
Provisions
(186)
–
(186)
Deferred tax
1,069
(20,601)
(19,532)
Cash and cash equivalents
5,370
–
5,370
Total identifiable net assets
27,113
48,598
75,711
Goodwill on the business combination
66,621
Cash consideration
112,728
Deferred consideration
29,604
Goodwill of £66,621,000 reflects certain intangibles that cannot be individually separated and reliably
measured due to their nature. These items include the value of expected synergies arising from the
business combination and the experience and skill of the acquired workforce.
The fair value of the acquired tradenames and customer relationships was identified and included in
intangible assets.
Assumptions in the intangibles valuation calculation
The valuation of Fantech acquired intangible assets involve a number of estimates and assumptions.
Customer relationships was valued using the multi-period excess earnings method and tradename
using a relief from royalty method. These estimates are inherently uncertain and changes in these
assumptions could materially impact the carrying values of intangible assets, goodwill and
amortisation expenses.
Key inputs where reasonably possible changes would materially impact the valuation of Fantech
intangibles are:
• Discount rate 13.2%;
• Royalty rate (tradename only) between 0.5% and 4%;
• Attrition rate (customer relationships only) 6.7%; and
• Contributory asset charges (customer relationships only) 4.5%.
154 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

15. Business combinations continued
Business combinations in the year ended 31 July 2025 continued
Fantech continued
An increase of 1% to the discount rate would reduce intangibles valuation by £3.6 million; a decrease
of 1% would increase the valuation by £4.0 million.
A change of 1% in royalty rate would change the valuation of trademarks by £6.1 million.
An increase of 1% to the attrition rate would decrease the customer relationships asset valuation by
£4.5 million; a decrease of 1% would increase the value by £4.9 million.
An increase of 1% to the contributory asset charges would decrease the trademarks asset valuation
by £4.8 million; a decrease of 1% would increase the value by £4.3 million.
The gross amount of trade and other receivables is £15,462,000. All of the trade receivables are
expected to be collected in full.
Inventories recorded on the business combination were recognised at fair value. The fair value uplift
for inventory included an additional obsolescence provision of £1,970,000 and an unrealised profit
uplift of £7,048,000. The fair value uplift has been released to gross profit over a period of four months
from the date of acquisition, reflecting the expected period of sale of the uplifted inventory.
Fantech generated revenue of £64,042,000 and generated a profit after tax of £4,980,000 in the
period from acquisition to 31 July 2025.
If the combination had taken place at 1 August 2024, the Group’s revenue would have been
£29,650,000 higher and profit before tax from continuing operations would have been £5,030,000
higher than reported.
Business combinations in the year ended 31 July 2024
DVS
On 4 August 2023, Volution Group acquired the trade and assets of Proven Systems Limited (DVS), a
market leading supplier and installer of home ventilation solutions in New Zealand. The acquisition of
DVS is in line with the Group’s strategy to grow by selectively acquired value-adding businesses in new
and existing markets and geographies.
Total consideration for the purchase of the trade and assets of DVS was £8.5 million (NZ$17.7 million),
net of cash acquired, with further contingent cash consideration of up to NZ$9 million based on
stretching targets for the financial results for the 12 months ended 3 August 2024 and the 12 months
ended 31 March 2026. Contingent consideration was assessed at the time of acquisition based on the
current estimate of the future performance of the business for the 12 months ended 3 August 2024 as
£nil, with NZ$3 million payable if EBITDA exceeds NZ$3 million, and for the 12 months ended 31 March
2026 as NZ$nil with a range of NZ$nil to NZ$9 million based on EBITDA performance from
NZ$3.5 million to NZ$4 million.
The fair value of contingent consideration is calculated by estimating the future cash flows for the
company based on management’s knowledge of the business and how the current economic
environment is likely to impact performance. If acquisition date EBITDA estimates for each period for
which contingent consideration is measured was 10% higher than expected, contingent consideration
would remain £nil at acquisition. Subsequent valuations of contingent consideration do not impact
acquisition accounting; refer to note 21 for further detail as to the year-end fair value assessment.
Transaction costs relating to professional fees associated with the business combination in the year
ending 31 July 2024 were £31,000 and have been expensed as cost of business combinations
separately disclosed on the face of the consolidated statement of comprehensive income above
operating profit.
The fair value of the net assets acquired is set out below:
Intangible assets
35
3,976
4,011
Property, plant and equipment
185
–
185
Inventory
875
–
875
Trade and other receivables
130
–
130
Trade and other payables
(627)
–
(627)
Deferred tax liabilities
–
(1,113)
(1,113)
Total identifiable net assets
598
2,863
3,461
Goodwill on the business combination
5,037
Cash consideration
8,498
Goodwill of £5,037,000 reflects certain intangibles that cannot be individually separated and reliably
measured due to their nature. These items include the value of expected synergies arising from the
business combination and the experience and skill of the acquired workforce. The fair value of the
acquired tradename and customer base was identified and included in intangible assets.
DVS generated revenue of £7,801,000 and generated a profit after tax of £280,000 in the period from
acquisition to 31 July 2024. If the combination had taken place at 1 August 2023, the Group’s revenue
and profit before tax would have been materially the same as reported, as the acquisition took place
on 4 August 2023.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
155 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
15. Business combinations continued
Business combination cash outflows
Cash outflows arising from completed acquisitions are as follows:
Cash consideration
112,728
–
Less cash acquired with the business
(5,370)
–
Contingent consideration
20,853
–
Cash consideration
–
8,498
Contingent consideration
–
2,566
Deferred payment
–
1,874
Contingent consideration
4,580
–
Total
132,791
12,938
Cash outflows arising from cost of business combinations are as follows:
Fantech
2,376
–
ClimaRad
56
–
VMI
–
35
I-Vent
–
45
DVS
–
31
Other potential or aborted business combinations
706
95
Total
3,138
206
16. Inventories
Raw materials and consumables
25,316
25,231
Work in progress
2,406
2,257
Finished goods and goods for resale
43,572
25,624
71,294
53,112
During 2025, £1,460,000 (2024: £1,320,000) was recognised as cost of sales for inventories written off
in the year.
Inventories are stated net of an allowance for excess, obsolete or slow-moving items which totalled
£8,633,000 (2024: £5,855,000). This provision was split amongst the three categories: £5,697,000
(2024: £3,363,000) for raw materials and consumables; £178,000 (2024: £195,000) for work in
progress; and £2,758,000 (2024: £2,297,000) for finished goods and goods for resale.
17. Trade and other receivables
Trade receivables
68,620
45,694
Allowance for expected credit loss
(400)
(514)
68,220
45,180
Other debtors
2,078
5,532
Prepayments
7,09
2
4,527
Total
77,390
55,239
Movement in the allowance for expected credit losses is set out below:
At the start of the year
(514)
(521)
On business combinations
(55)
-
Credit/(charge) for the year
154
(22)
Amounts utilised
20
32
Foreign currency adjustment
(5)
(3)
At the end of the year
(400)
(514)
156 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

17. Trade and other receivables continued
Net trade receivables are aged as follows:
Current
58,150
41,711
Overdue 0–30 days
7,985
2,123
Overdue 31–60 days
1,151
465
Overdue 61–90 days
240
74
Overdue more than 90 days
694
807
Total
68,220
45,180
The credit quality of trade receivables that are neither past due nor impaired is assessed by reference
to external credit ratings where available; otherwise, historical information relating to counterparty
default rates are used. The Group continually assesses the recoverability of trade receivables and
the level of provisioning required.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Gross trade receivables are denominated in the following currencies:
Sterling
27,994
24,466
US Dollar
1,227
926
Euro
12,091
9,216
Swedish Krona
3,289
2,830
New Zealand Dollar
4,635
2,720
Australian Dollar
18,103
4,029
Other
1,281
1,507
Total
68,620
45,694
18. Cash and cash equivalents
Cash and cash equivalents
18,780
18,243
Cash and cash equivalents are denominated in the following currencies:
Sterling
4,130
4,933
Euro
7,748
7,102
US Dollar
2,925
485
Swedish Krona
(4,150)
(1,942)
New Zealand Dollar
2,194
2,105
Australian Dollar
2,689
2,183
Other
3,244
3,377
Total
18,780
18,243
The Swedish Krona overdraft balance above is presented within the cash balance as it is offset by
other currency balances within the same entity under a master pooling arrangement.
19. Trade and other payables
Trade payables
39,821
21,224
Social security and staff welfare costs
2,031
2,030
Sales tax payable
5,797
4,940
Accrued expenses
24,090
18,459
Total
71,739
46,653
Trade payables are non-interest bearing and are normally settled on 60-day terms.
The presentation of sales tax payable has been updated in the current year, having been included
within accrued expenses in the previous financial statements.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
157 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
20. Leases
At 1 August 2023
36,741
66
4,683
41,490
Additions
897
–
776
1,673
Modifications and other
(790)
–
–
(790)
Expiration and disposal of leases
(869)
(29)
(535)
(1,433)
Net foreign currency exchange differences
(893)
(6)
(259)
(1,158)
At 31 July 2024
35,086
31
4,665
39,782
Additions
1,665
77
1,075
2,817
On business combinations
12,052
264
403
12,719
Modifications and other
6,619
–
2
6,621
Expiration and disposal of leases
(5,251)
(7)
(341)
(5,599)
Transferred to owned assets
–
–
(504)
(504)
Net foreign currency exchange differences
(586)
(15)
36
(565)
At 31 July 2025
49,585
350
5,336
55,271
At 1 August 2023
9,737
31
1,820
11,588
Charge for the period
3,881
13
844
4,738
Expiration and disposal of leases
(869)
(29)
(535)
(1,433)
Net foreign currency exchange differences
(33)
(2)
30
(5)
At 31 July 2024
12,716
13
2,159
14,888
Charge for the period
5,001
51
1,018
6,070
Expiration and disposal of leases
(4,897)
(7)
(293)
(5,197)
Transferred to owned assets
–
–
(224)
(224)
Net foreign currency exchange differences
(185)
1
(31)
(215)
At 31 July 2025
12,635
58
2,629
15,322
At 31 July 2024
22,370
18
2,506
24,894
At 31 July 2025
36,950
292
2,707
39,949
At 1 August 2023
29,174
33
2,001
31,208
Additions
897
–
776
1,673
Modifications and other
(790)
–
–
(790)
Interest expense
721
2
40
763
Lease payments
(4,516)
(15)
(1,141)
(5,672)
Foreign exchange movements
(859)
(4)
(290)
(1,153)
At 31 July 2024
24,627
16
1,386
26,029
Additions
1,665
77
1,075
2,817
On business combinations
12,052
277
585
12,914
Modifications and other
4,531
–
2
4,533
Disposal
(295)
–
–
(295)
Interest expense
1,134
16
106
1,256
Lease payments
(5,826)
(93)
(1,286)
(7,205)
Foreign exchange movements
(418)
(13)
87
(344)
At 31 July 2025
37,470
280
1,955
39,705
Current
3,522
8
1,228
4,758
Non-current
21,105
8
158
21,271
At 31 July 2024
24,627
16
1,386
26,029
Current
5,321
97
978
6,396
Non-current
32,149
183
977
33,309
At 31 July 2025
37,470
280
1,955
39,705
The following are amounts recognised in the statement of comprehensive income:
Right-of-use asset depreciation charged to cost of sales
3,593
2,904
Right-of-use asset depreciation charged to administrative expenses
2,477
1,834
Interest expense
1,256
763
158 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

21. Other financial liabilities
At 1 August 2024
192
–
–
16,346
5,530
22,068
Additional liabilities
–
29,604
–
–
–
29,604
Re-measurement of
financial liabilities
–
–
–
455
–
455
movement
–
–
2,572
2,023
107
4,702
Unwinding of
discount
–
749
–
1,998
429
3,176
Consideration paid
–
–
–
(20,853)
(4,580)
(25,433)
adjustment
19
–
–
–
–
19
Foreign exchange
4
(1,543)
–
31
14
(1,494)
At 31 July 2025
215
28,810
2,572
–
1,500
33,097
Current
215
28,810
2,572
–
–
31,597
Non-current
–
–
–
–
1,500
1,500
Total
215
28,810
2,572
–
1,500
33,097
At 1 August 2023
330
8,877
4,115
7,720
21,042
liabilities
–
870
–
–
870
consideration
–
6,599
(1,529)
(316)
4,754
Consideration paid
–
–
(2,566)
(1,874)
(4,440)
Fair Value adjustment
(138)
–
–
–
(138)
Foreign exchange
–
–
(20)
–
(20)
At 31 July 2024
192
16,346
–
5,530
22,068
Current
192
16,346
–
5,530
22,068
Non-current
–
–
–
–
–
At 31 July 2024
192
16,346
–
5,530
22,068
Consideration liabilities
The fair value of contingent consideration is calculated by estimating the future cash flows for the
acquired company. These estimates are based on management’s knowledge of the business and how
the current economic environment is likely to impact performance. The relevant future cash flows are
dependent on the specific terms of the sale and purchase agreement. The assessed contingent
liability is discounted to present value using the discount rates for the relevant CGU (note 13).
Fantech
The deferred consideration liability of £28,692,000, being AUD$60,000,000 (2024: nil) in relation to
the current year acquisition has been updated since the acquisition date value to reflect the unwinding
of the discount amount to present value and changes in foreign exchange rates between acquisition
and year-end. This amount is due to be paid in December 2025.
DVS
The fair value of DVS contingent consideration at 31 July 2025 was assessed as £2,572,000,
NZ$5.8 million (2024: £nil), being the estimated payment for the earnout period for the year ending
31 March 2026. Contingent consideration for this period ranges from NZD0 to NZD9 million based on
an EBITDA range of NZD3.5 million – NZD4.0 million. The expected payout has increased due to much
improved forecast EBITDA performance in the latter half of this financial year, which is expected to be
maintained throughout the remaining earnout period and beyond. The maximum present value of DVS
contingent consideration is £4,000,000 and therefore there can be no material variation to the value
of the year-end liability as a result of fluctuations in EBITDA performance.
ERI
The contingent consideration at 31 July 2024 was assessed as £5,530,000, with a range from €0 to
€12,400,000, based on EBITDA performance from €4,500,000 to €8,500,000 for year ended
31 December 2024. This earnout was settled in the year.
In December 2024, the original contingent consideration from the acquisition of ERI was extended to
include a potential payment of €0 to €6,000,000 based on EBITDA performance for the year ending
31 December 2029, with the threshold set at €10,000,000 and the maximum payable at €11,000,000.
Based on current expectations, a liability of £1,500,000 has been recognised based on estimated
EBITDA performance in the assessment period, discounted to present value. The maximum present
value of ERI contingent consideration is £4,400,000 and therefore there can be no material variation
to the value of the year-end liability as a result of fluctuations in EBITDA performance.
I-Vent
On 22 June 2023, the Group acquired the entire share capital of I-Vent. The share purchase agreement
included contingent cash consideration based on the estimated future performance for three years
post-acquisition for a combined total of up to €15,000,000. The contingent consideration at 31 July 2025
related to the acquisition of I-Vent remains at £nil (2024: £nil). The performance target for the year ended
31 December 2024 was not met in the year. The Group continues to expect that performance in the
final assessment year to fall below the earnout threshold. The year 3 contingent consideration range is
from €0 to €7,000,000 for the year ending 31 December 2025, based on EBITDA performance from
€5,280,000 to €7,500,000. There would be no material variation to the value of the liability should
EBITDA performance vary by 10%.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
159 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
21. Other financial liabilities continued
Consideration liabilities continued
ClimaRad
On 17 December 2020, the Group acquired 75% of the issued share capital of ClimaRad Holding B.V.
and subsidiaries (ClimaRad). Total consideration for the purchase of 75% of the issued share capital
was €41,100,000 (£37,100,000) with a commitment to purchase the remaining 24.35% on or before
28 February 2025. The future consideration for the purchase of the remaining 24.35% was set at
24.35% of 13 times the EBITDA of ClimaRad for the financial year ended 31 December 2024, plus the
non-controlling interest share of profits earned in the periods up to and including 31 December 2024,
less interest and principal on the Vendor loan already paid, subject to a cap of €100 million.
The contingent consideration and purchase of the remaining 24.35% was settled in the year, with
actual results being above the previous year estimate. Therefore, the liability is nil as at 31 July 2025
(2024: £16,346,000 liability based on estimated EBITDA performance, discounted to present value).
Foreign exchange forward contract liabilities
The foreign exchange forward contracts are carried at their fair value with the gain or loss being
recognised in the Group’s consolidated statement of comprehensive income. Refer to note 27 for
the fair value hierarchy the Group uses to determine the fair value of financial instruments.
22. Interest-bearing loans and borrowings
2025
2024
facility (maturing 9 September 2027)
–
144,730
–
49,794
Cost of arranging bank loan
–
(1,335)
–
–
–
143,395
–
49,794
Lease liabilities (note 20)
6,396
33,309
4,758
21,271
Other loans
–
317
–
565
ClimaRad vendor loan
–
–
9,605
–
Total
6,396
177,021
14,363
71,630
Revolving credit facility – at 31 July 2025
frequency
Rate %
GBP
–
9 September 2027
One payment
SONIA + margin%
Euro
65,997
9 September 2027
One payment
EURIBOR + margin%
Australian Dollar
63,248
9 September 2027
One payment
AUD-BBSY + margin%
Swedish Krona
15,485
9 September 2027
One payment
STIBOR + margin%
Total
144,730
Revolving credit facility – at 31 July 2024
frequency
Rate %
GBP
–
2 December 2025
One payment
SONIA + margin%
Euro
49,794
2 December 2025
One payment
EURIBOR + margin%
Swedish Krona
–
2 December 2025
One payment
STIBOR + margin%
Total
49,794
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage
level of the Group in respect of the most recently completed reporting period. For the year ended
31 July 2025, Group leverage was 1.2:1 and therefore the margin will remain at 1.50% from the rate at
31 January 2025. (31 July 2024: Group leverage was below 1.0:1 with the margin at 1.25%).
The Group remained comfortably within its banking covenants, which are tested semi-annually. As at
31 July 2025, the multiple of EBITDA to net finance charges was 13.6 (31 July 2024: 14.8), against a
covenant minimum ratio of 4.0, and the multiple of net borrowings to EBITDA (leverage) was 1.2 (31 July
2024: 0.4), against a covenant maximum ratio of 3.0.
On 10 September 2024, the Group refinanced its bank debt. The old facility was repaid in full. The
Group now has in place a £230 million multi-currency ‘Sustainability Linked Revolving Credit Facility’,
together with an accordion of up to £70 million. The facility was due to mature in September 2027, with
the option to extend for up to two additional years. In August 2025, the Group took the option to
extend its multi-currency 'Sustainability Linked Revolving Credit Facility’, together with an accordion of
up to £70 million, by a period of 12 months, revising the maturity date to September 2028 and the
maximum facility to £200 million.
At 31 July 2025, the Group had £85,270,000 (2024: £100,200,000) of its multi-currency revolving
credit facility unutilised, plus an unutilised accordion of up to £70,000,000.
160 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

22. Interest-bearing loans and borrowings continued
Changes in liabilities arising from financing activities
Non-current interest-bearing loans and
borrowings (excluding lease liabilities)
49,794
90,094
(3,211)
(455)
7,173
143,395
combination of VMI
565
(248)
–
–
–
317
Lease liabilities
26,029
(7,205)
(344)
19,969
1,256
39,705
ClimaRad vendor loan
9,605
(9,663)
(142)
–
200
–
activities
85,993
72,978
(3,697)
19,514
8,629
183,417
The ClimaRad vendor loan was repaid in full in December 2024.
Non-current interest-bearing loans and
borrowings (excluding lease liabilities)
79,369
(28,451)
(1,124)
–
–
49,794
combination of VMI
802
(237)
–
–
–
565
Lease liabilities
31,208
(5,672)
(1,153)
883
763
26,029
ClimaRad vendor loan
9,771
–
(166)
–
–
9,605
activities
121,150
(34,360)
(2,443)
883
763
85,993
The ClimaRad vendor loan was at 5.0% fixed rate of interest.
23. Provisions
At 1 August 2024
1,796
473
2,269
On business combinations
186
–
186
Arising during the year
1,684
256
1,940
Utilised
(1,511)
–
(1,511)
Foreign currency adjustment
(22)
1
(21)
At 31 July 2025
2,133
730
2,863
Current
1,752
381
2,133
Non-current
381
349
730
Total
2,133
730
2,863
At 1 August 2023
1,625
467
2,092
Arising during the year
1,869
6
1,875
Utilised
(1,674)
–
(1,674)
Foreign currency adjustment
(24)
–
(24)
At 31 July 2024
1,796
473
2,269
Current
1,400
50
1,450
Non-current
396
423
819
Total
1,796
473
2,269
Product warranties
A provision is recognised for warranty costs expected to be incurred in the following 12 months on
products sold during the year and in prior years. Product warranties are typically one to two years;
however, based on management’s knowledge of the products, claims in relation to warranties after
more than 12 months are rare and highly immaterial.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
161 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
24. Authorised and issued share capital and reserves
At 31 July 2024 and 31 July 2025
200,000,000
2,000
11,527
The 200,000,000 authorised ordinary shares of £0.01p each.
At 31 July 2025, a total of 2,012,770 (2024: 2,151,214) ordinary shares in Volution Group plc were held
by the Volution EBT, all of which were unallocated and available for transfer to participants of the
Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise. During the year,
515,000 ordinary shares in Volution Group plc were purchased by the trustees (2024: 700,000) and
653,444 (2024: 1,019,886) were released by the trustees at £3,694,058 (2024: £3,942,724). The market
value of the shares at 31 July 2025 was £13,485,559 (2024: £11,767,140).
The Volution EBT has agreed to waive its rights to dividends.
25. Deferred tax liabilities
of capital allowances
2,832
258
–
–
–
3,090
Fair value movements of
derivative financial
instruments
(71)
–
–
–
–
(71)
Development costs,
customer base, trademark
and patents
14,228
(2,381)
–
(950)
18,821
29,718
Unutilised tax losses
(28)
28
–
–
–
–
differences
(1,316)
(1,743)
–
136
711
(2,212)
Share-based payments
(3,023)
(752)
(514)
–
–
(4,289)
Deferred tax liabilities
12,622
(4,590)
(514)
(814)
19,532
26,236
Depreciation in advance of
capital allowances
2,896
(64)
–
–
–
2,832
Fair value movements of
derivative financial
instruments
(123)
52
–
–
–
(71)
Development costs,
customer base, trademark
and patents
15,147
(1,816)
–
(216)
1,113
14,228
Unutilised tax losses
(1)
(27)
–
–
–
(28)
differences
(1,275)
(45)
–
4
–
(1,316)
Share-based payments
(3,307)
(96)
380
–
–
(3,023)
Deferred tax liabilities
13,337
(1,996)
380
(212)
1,113
12,622
At 31 July 2025, the Group had not recognised a deferred tax asset in respect of gross tax losses
of £5,195,000 (2024: £5,195,000) relating to management expenses, capital losses of £4,098,000
(2024: £4,098,000) arising in UK subsidiaries and overseas gross tax losses of £nil (2024: £nil), as there is
insufficient evidence that the losses will be utilised. These losses are available to be carried indefinitely.
At 31 July 2025, the Group had no deferred tax liability (2024: £nil) to recognise for taxes that would be
payable on the remittance of certain of the Group’s overseas subsidiaries’ unremitted earnings. Deferred
tax liabilities have not been recognised as the Group has determined that there are no undistributed
profits in overseas subsidiaries where an additional tax charge would arise on distribution.
162 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

26. Dividends paid and proposed
Interim dividend for 2025: 3.40 pence per share (2024: 2.80 pence)
6,727
5,538
Final dividend for 2025: 7.40 pence per share (2024: 6. 2 0 pence)
14,651
12,278
An interim dividend payment of £6,727,000 is included in the consolidated statement of cash flows
(2024: £5,538,000).
A final dividend payment of £12,278,000 is included in the consolidated statement of cash flows
relating to 2024 (2024: £10,879,000 relating to 2023).
Total dividend payments of £19,005,000 is included in the consolidated statement of cash flows
(2024: £16,417,00).
The proposed final dividend on ordinary shares is subject to approval at the Annual General Meeting
and is not recognised as a liability at 31 July 2025.
There are no income tax consequences attached to the payment of dividends in either 2025 or 2024
by the Group to its shareholders.
27. Risk management
As a result of entering into financial instruments, the Group is exposed to market risk, credit risk,
foreign exchange risk and liquidity risk.
The Group’s principal financial instruments are:
• interest-bearing loans and borrowings;
• trade and other receivables, trade and other payables, cash and short-term deposits; and
• foreign exchange forward contracts.
Derivative financial instruments
The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk.
Forward foreign currency contracts
The Group’s purchases in foreign currencies, net of Group sales in those currencies, represent
approximately 16% (2024: 7%) of total material and component purchases. Each quarter the Group
enters into forward exchange contracts for the purchase of the budgeted monthly net expenditure in
US Dollars for the following rolling 12–15 months. Hedge accounting is not applied for these derivatives.
The Group’s criteria for entering into a forward foreign currency contract would require that the
instrument must:
• be related to anticipated foreign currency commitment;
• involve the same currency as the foreign currency commitment; and
• reduce the risk of foreign currency exchange movements on the Group’s operations.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises three types of risk: interest rate risk,
currency risk and other price risks, such as equity price risk and commodity risk.
The Group’s exposure is primarily to the financial risks of changes in foreign currency exchange rates
and interest rates. The Group enters into derivative financial instruments to manage its exposure to
these risks when appropriate.
At 31 July 2025, the Group had commitments under forward foreign exchange contracts with varying
settlement dates to 6 July 2026 (2024: 3 July 2025). See note 21 for fair values.
Sensitivity analysis
The Group recognises that movements in certain risk variables (such as interest rates or foreign
exchange rates) might affect the value of its derivatives and also the amounts recorded in its equity in
the overseas entities and its statement of comprehensive income for the period. Therefore the Group
has assessed:
• what would be reasonably possible changes in the risk variables at the end of the reporting
period; and
• the effects on profit or loss and equity if such changes in the risk variables were to occur.
Interest rate risk
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on
the Group’s floating rate loans and borrowings which at the relevant reporting dates are not hedged.
With all other variables being constant the Group’s profit before tax is affected through the impact on
floating rate borrowings as follows. There is only an immaterial impact on the Group’s equity.
Sterling
+25
–
Swedish Krona
+25
(39)
Australian Dollar
+25
(158)
Euro
+25
(165)
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
163 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
27. Risk management continued
Sterling
+25
–
Swedish Krona
+25
–
Euro
+25
(124)
The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently
observable market environment.
The Group’s cash balances are held in bank current accounts and earn immaterial levels of interest.
Management has concluded that any changes in the SONIA and STIBOR rates will have an immaterial
impact on interest income earned on the Group’s cash balances. No interest rate sensitivity has been
included in relation to the Group’s cash balances.
Foreign currency risk
The Group’s exposure to foreign exchange risk primarily arises when revenue and expenses are
denominated in a different currency from the Group’s presentational currency and translated into GBP
for consolidation into the Group’s results. Foreign exchange risk also arises when the individual entities
enter into transactions that are not denominated in their functional currency.
The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK,
GBP/NZ$ and GBP/AUD exchange rates of +5% weakening of GBP. The tables below reflect the impact
on profit before tax and equity if those changes were to occur. Only the impact of changes in the SEK,
USD, EUR, NZD and AUD denominated balances has been considered as these are the most significant
non-GBP denominations used by the Group.
Swedish Krona
5%
528
519
US Dollar
5%
(226)
(255)
Euro
5%
1,492
642
New Zealand Dollar
5%
246
261
Australian Dollar
5%
521
294
Swedish Krona
5%
(593)
(752)
Euro
5%
728
582
New Zealand Dollar
5%
(793)
(232)
Australian Dollar
5%
59
(38)
Hedge of net investments in foreign operations
The Euro, Swedish Krona and Australian Dollar denominated loans at 31 July 2025, which can be found
in note 22, have been designated as a hedge of the net investments in the subsidiaries in Nordics,
Europe and Australia. The borrowing is being used to hedge the Group’s exposure to the foreign
exchange risk on these investments. Gains or losses on the retranslation of this borrowing are
transferred to other comprehensive income to offset any gains or losses on translation of the net
investments in the subsidiaries.
There is an economic relationship between the hedged items and the hedging instrument as the net
investments create a translation risk that will match the foreign exchange risk on the borrowing. The
underlying risk of the hedging instrument is identical to the hedged risk component. The hedging gain
recognised in other comprehensive income before tax is equal to the change in fair value used for
measuring effectiveness. There is no ineffectiveness recognised in profit or loss and we do not expect
there to be any.
164 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

27. Risk management continued
Liquidity risk
Liquidity risk for the Group arises from the management of working capital commitments and meeting
its financial obligations as they fall due. The Group’s policy is to regularly review cash flow forecasts/
projections as well as information regarding cash balances to ensure that it has significant cash to
allow it to meet its liabilities when they become due.
The Group reviews its long-term funding requirements in parallel with its long-term strategy, with an
objective of aligning both in a timely manner. At the reporting date, forecasts indicate that the Group
is expected to have sufficient liquidity to meet its financial obligations for at least the next three years.
The table below summarises the maturity profile of the Group’s significant undiscounted financial
liabilities at 31 July 2025.
(excluding interest and lease liabilities)
–
144,730
–
144,730
Lease liabilities
7,858
21,485
17,999
47,342
Forward foreign currency exchange outflow
18,178
–
–
18,178
Forward foreign currency exchange inflow
(17,962)
–
–
(17,962)
Deferred consideration – Fantech
29,191
–
–
29,191
Contingent consideration – DVS
4,015
–
–
4,015
Contingent consideration – ERI
–
1,788
–
1,788
expenses
63,910
–
–
63,910
105,190
168,003
17,999
291,192
The table below summarises the maturity profile of the Group’s significant undiscounted financial
liabilities at 31 July 2024.
(excluding interest and lease liabilities)
–
49,794
–
49,794
Lease liabilities
5,196
12,274
10,708
28,178
ClimaRad vendor loan
9,605
–
–
9,605
Forward foreign currency exchange outflow
17,127
–
–
17,127
Forward foreign currency exchange inflow
(16,935)
–
–
(16,935)
Contingent consideration – ClimaRad BV
18,054
–
–
18,054
Contingent consideration – ERI
5,900
–
–
5,900
expenses
44,623
–
–
44,623
83,570
62,068
10,708
156,346
Fair values of financial assets and financial liabilities
There are no material differences between the book values and fair values for any of the Group’s
financial instruments carried at amortised cost. Derivative financial instruments have been valued
using other techniques, for which all inputs that have a significant effect on the recorded fair value are
observable, either directly or indirectly.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its
contractual obligations under a financial instrument or customer contract, leading to a financial loss.
The Group is mainly exposed to credit risk from its operating activities (primarily for trade receivables
– credit sales) and from cash and cash equivalents and deposits with banks and financial institutions
and other financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy,
procedures and control relating to customer credit risk management. Credit quality of a customer
is assessed based on an extensive credit rating scorecard and individual credit limits are defined in
accordance with this assessment. Outstanding customer receivables and contract assets are regularly
monitored and any shipments to major customers are generally covered by credit insurance obtained
from reputable banks and other financial institutions.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
165 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
27. Risk management continued
Trade receivables continued
An impairment analysis is performed at each reporting date using a provision matrix to measure
expected credit losses. The provision rates are based on days past due for groupings of various
customer segments with similar loss patterns (i.e. by geographical region, product type, customer
type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is available at the
reporting date about past events, current conditions and forecasts of future economic conditions.
Generally, trade receivables are written off if past due for more than one year and are not subject to
enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value
of each class of financial asset disclosed in note 17. The Group does not hold collateral as security.
The credit insurance is considered an integral part of trade receivables and considered in the
calculation of impairment.
Set out below is the information about the credit risk exposure on the Group’s trade receivables and
contract assets using a provision matrix:
Expected credit loss rate
0.1%
0.8%
5.2%
10.4%
21.7%
Estimated total gross
carrying amount at default
58,201
8,051
1,214
268
886
68,620
Expected credit loss
51
66
63
28
192
400
Expected credit loss rate
<0.2%
<0.1%
1.1%
8.6%
35.0%
Estimated total gross
carrying amount at default
42,089
2,125
470
81
1,241
46,006
Expected credit loss
66
2
5
7
434
514
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed in accordance with the
Group’s policy. The Group deposits cash with reputable financial institutions, from which management
believes the possibilities of loss to be remote. The Group’s maximum exposure to credit risk for the
components of the statement of financial position at 31 July 2025 and 2024 is the carrying amount.
The Group’s maximum exposure to derivative financial instruments is noted in either note 21 or in the
liquidity tables included under liquidity risk.
Capital risk management
The primary objective of the Group’s capital management policy is to ensure that it has the capital
required to operate and grow the business at a reasonable cost of capital without incurring undue
financial risks. The Board periodically reviews its capital structure to ensure it meets changing business
needs. The Group defines its capital as its share capital (excluding treasury shares), share premium
account, foreign currency translation reserves and retained earnings. In addition, the Directors consider
the management of debt to be an important element in controlling the capital structure of the Group.
The Group may carry significant levels of long-term structural and subordinated debt to fund acquisitions
and has arranged debt facilities to allow for fluctuations in working capital requirements. There have
been no changes to the capital management policy in the current period. Management manages capital
on an ongoing basis to ensure that covenant requirements on third party debt are met.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
• Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities;
• Level 2 – other techniques for which all inputs that have a significant effect on the recorded fair
value are observable, either directly or indirectly; and
• Level 3 – techniques which use inputs which have a significant effect on the recorded fair value that
are not based on observable market data.
Financial instruments carried at fair value comprise the derivative financial instruments in note 21 and
the contingent consideration in notes 15 and 21.
For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers
are involved in the valuation of these contracts. Their fair value is measured using valuation techniques
including the DCF model. Inputs to this calculation include the expected cash flows in relation to these
derivative contracts and relevant discount rates. Contingent consideration is deemed to be Level 3,
with the unobservable inputs being forecast future performance; see note 21 for details on the
valuation techniques used to measure the fair value.
28. Related party transactions
Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries,
are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions
between the Group and its related parties is disclosed below.
No related party loan note balances exist at 31 July 2025 or 31 July 2024.
There were no material transactions or balances between the Company and its key management
personnel or members of their close family other than the compensation shown below. At the end
of the period, key management personnel did not owe the Company any amounts.
The Companies Act 2006 and the Directors’ Remuneration Report Regulations 2013 require certain
disclosures of Directors’ remuneration. The details of the Directors’ total remuneration are provided
in the Directors’ Remuneration Report (see pages 111 to 124).
166 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

28. Related party transactions continued
Compensation of key management personnel
Short-term employee benefits
4,802
4,888
Share-based payment charge (see note 31)
1,018
904
Total
5,820
5,792
Key management personnel is defined as the CEO, the CFO and the 10 (2024: 15) individuals who
report directly to the CEO. Due to the internal senior management restructure the CEO has less direct
reports as there are now three senior regional leads compared with 8 in the prior year.
The Group also incurred fees and expenses of £468,000 (2024: £414,000) in respect of Claire Tiney,
Amanda Mellor, Nigel Lingwood, Margaret Amos, Jonathan Davis, Celia Baxter and Emmanuelle Dubu
for their services as Non-Executive Directors.
29. Group structure details
At 31 July 2025, Volution Group plc held 100% of the voting shares of the following subsidiaries:
Group company
Principal activity
Windmill Topco Limited
1
Dormant
England
Volution Holdings Limited
1
Intermediate holding company
England
Energy Technique Limited
1
Dormant
England
Windmill Midco Limited
1
Dormant
England
Windmill Cleanco Limited
1
Dormant
England
Windmill Bidco Limited
1
Dormant
England
Manrose Manufacturing Limited
1
Non-trading
England
Volution Ventilation Group Limited
1
Intermediate holding company
England
Torin-Sifan Limited
1
Original equipment manufacturer
England
Anda Products Limited
1
Non-trading
England
Axia Fans Limited
1
Non-trading
England
Roof Units Limited
1
Non-trading
England
Torin Limited
1
Non-trading
England
Vent-Axia Limited
1
Non-trading
England
Vent-Axia Clean Air Systems Limited
1
Non-trading
England
Vent-Axia Group Limited
1
HR services to Group
England
ET Environmental Limited
1
Non-trading
England
Group company
Principal activity
Diffusion Environmental Systems Limited
1
Non-trading
England
NVA Services Limited
1
Non-trading
England
SW National Ventilation Limited
1
Non-trading
England
Airtech Humidity Controls Limited
1
Non-trading
England
Sens-Air Limited
1
Non-trading
England
Breathing Buildings Limited
1
Non-trading
England
Volution Ventilation UK Limited
1
Ventilation products
England
Volution Holdings Sweden AB
2
Intermediate holding company
Sweden
Volution Sweden AB
2
Ventilation products
Sweden
VoltAir System AB
3
Ventilation products
Sweden
Volution Norge AS
4
Ventilation products
Norway
inVENTer GmbH
5
Ventilation products
Germany
Volution Management Holdings GmbH
5
Intermediate holding company
Germany
Volution Deutschland Real Estate GmbH
5
Property holding company
Germany
Ventilair Group International
6
Intermediate holding company
Belgium
Ventilair Group Belgium BVBA
6
Ventilation products
Belgium
Ventilair Group Netherlands B.V.
7
Ventilation products
Netherlands
Vent-Axia B.V.
7
Ventilation products
Netherlands
Simx Limited
8
Ventilation products
New Zealand
Volution Ventilation New Zealand Limited
8
Intermediate holding company
New Zealand
Oy Pamon Ab
9
Ventilation products
Finland
Air Connection ApS
10
Ventilation products
Denmark
Ventair Pty Limited
11
Ventilation products
Australia
Volution Ventilation Australia Limited
11
Ventilation products
Australia
Volution Ventilation Holdings B.V
12
Intermediate holding company
Netherlands
ClimaRad Holding B.V
12
Intermediate holding company
Netherlands
ClimaRad BV
12
Ventilation products
Netherlands
ClimaRad d.o.o
13
Ventilation products
Bosnia
ERI Corporation DOO Bitola
13
Ventilation products
North Macedonia
ERI Corporation SRL
14
Ventilation products
Italy
Energy Recovery Industries Trading SLU
15
Ventilation products
Spain
Energy Recovery Industries Corporation Limited
1
Ventilation products
England
Ventilairsec
16
Ventilation products
France
Neosfair
17
Ventilation products
France
I-VENT doo
18
Ventilation products
Slovenia
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
167 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
Group company
Principal activity
Lunos Hrvatska d.o.o
19
Ventilation products
Croatia
DVS
8
Ventilation products
New Zealand
Hawthorns Newco Limited
20
Intermediate holding company
Jersey
Les Creux Australia Pty
21
Intermediate holding company
Australia
Fantech Group Pty Ltd
21
Intermediate holding company
Australia
The Ventilation Warehouse Pty Ltd
21
Non-trading
Australia
Idealair Group Pty Ltd
21
Ventilation products
Australia
FanShack Pty Ltd
21
Non-trading
Australia
Major Air Pty Ltd
21
Non-trading
Australia
NCS Acoustics Ltd
22
Ventilation products
New Zealand
The Ventilation Warehouse (NZ) Ltd
23
Non-trading
New Zealand
Fantech (NZ) Ltd
23
Ventilation products
New Zealand
Burra Sheetmetal Pty Ltd
21
Ventilation products
Australia
Systemaire Pty Ltd
Non-trading
Australia
Fantech Pty Ltd
21
Ventilation products
Australia
Air Design Pty
21
Non-trading
Australia
Fantech Services Pty
21
Ventilation products
Australia
Registered offices
1. Fleming Way, Crawley, West Sussex RH10 9YX.
2. Gransholmsvägen 136, 35599 Gemla, Sweden.
3. Box 7033, 12107 Stockholm-Globen, Sweden.
4. Professor Birkelands vei 24B, 1081 Oslo, Norway.
5. inVENTer-Straße 1, 07751 Löberschütz, Germany.
6. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium.
7. Kerver 16, 5521 DB Eersel, the Netherlands.
8. 1 Haliday Place, East Tamaki, Auckland, 2013, New Zealand.
9. Keskikankaantie 17, 15680 Hollola, Finland.
10. Rude Havvej 17B, DK-8300 Odder, Denmark.
11. 4 Capital Pl, Carrum Downs VIC 3201, Australia.
12. Lübeckstraat 25, 7575 EE Oldenzaal, the Netherlands.
13. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia and Herzegovina.
14. BURSA 124 7000, Bitola, North Macedonia.
15. Via Modigliani 90 81031 Aversa, Italy.
16. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma De Mallorca Illes Balears, Spain.
17. 16 Rue des Imprimeurs, 44220 Couëron, France.
18. Robbova ulica 2, 1000 Ljubljana, Slovenia.
19. Zagreb (Grad Zagreb), Samoborska cesta 153A, Croatia.
20. First Floor, Suite 144, Liberation Station, Esplanade, St. Helier, JE2 3AS, Jersey.
21. 63 Vision Street Dandenong South Vic 3175, Australia.
22. 112 Takanini School Road, Takanini, 2105, New Zealand.
23. 7 Lovell Court, Rosedale, Auckland, 0632, New Zealand.
Volution Group plc acquired the remaining 24.35% of the voting shares of Volution Ventilation Holdings
B.V, and its subsidiaries during the year.
Torin-Sifan Limited, Volution Holdings Limited, Volution Ventilation Group Limited, Vent-Axia Group
Limited and Energy Recovery Industries Corporation Limited are exempt from the requirements of the
Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
In accordance with Section 479C of the Companies Act 2006, the Company has provided guarantees
in respect of the liabilities of these companies.
30. Commitments and contingencies
Commitments for the acquisition of property, plant and equipment as of 31 July 2025 are £404,000
(2024: £626,000).
29. Group structure details continued
168 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

31. Share-based payments
The Company operates a share-based incentive scheme for Directors and key employees, known as
the Volution Long Term Incentive Plan (LTIP). Share options are granted each year with the latest share
options being granted in October 2024; these nil-cost options normally vest after three years
assuming continuing employment with the Company. The extent to which the options will vest is
dependent upon the Company’s performance over a three-year period set at the date of grant. The
vesting of the awards will be determined by the Company’s relative total shareholder return (TSR)
performance, ESG performance and EPS growth. A Return on Invested Capital (ROIC) underpin will
apply from FY25. The TSR element of the options granted has been valued using the Group’s share
price volatility, the correlation between the share price movements of TSR comparators and the
relevant vesting schedule.
2025
2024
Outstanding at 1 August
3,232,977
3,639,160
Granted during the year
491,917
696,754
Dividend equivalent added on vesting
15,244
30,409
Exercised during the year
(419,901)
(1,050,589)
Lapsed during the year
(109,822)
(82,757)
Outstanding at 31 July
3,210,415
3,232,977
Vested and Exercisable
1,441,144
1,552,724
The weighted average share price at the date of exercise of vested shares during the year was £5.65
(2024: £3.87).
The weighted average exercise price for all options is £nil.
The weighted average fair value of each option granted during the year was £4.41 (2024: £3.75).
The weighted average remaining contractual life for the share options outstanding as at 31 July 2025
was 6.7 years (2024: 7.0 years).
The following information is relevant in the determination of the fair value of options granted during the
year under the LTIP:
Option pricing model used
Monte Carlo
Weighted average share price at grant date (£)
5.03
Exercise price (£)
nil
Expected dividend yield (£)
nil
Expected life (years)
2.5
Expected volatility
30.5%
Risk-free interest rate
3.8%
The volatility assumption, measured at the standard deviation of expected share price returns, is based
on a statistical analysis of share prices over a period commensurate with the expected life of the option.
The share-based remuneration expense comprises:
Equity-settled schemes
2,154
1,200
2,154
1,200
The Group did not enter into any share-based payment transactions with parties other than employees
during the current or previous periods.
32. Events after the reporting period
There have been no events after the reporting period requiring disclosure.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
169 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2025
33. Glossary of terms
Adjusted basic and diluted EPS: calculated by dividing the adjusted profit/(loss) for the period
attributable to ordinary equity holders of the parent by the weighted average number of ordinary
shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the adjusted net profit/(loss) attributable
to ordinary equity holders of the parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of ordinary shares that would be
issued on conversion of any dilutive potential ordinary shares into ordinary shares.
Adjusted EBITA: adjusted operating profit before amortisation.
Adjusted EBITDA: adjusted operating profit before depreciation and amortisation.
Adjusted finance costs: finance costs before net gains or losses on financial instruments at fair value
and the exceptional write-off of unamortised loan issue costs upon refinancing.
Adjusted operating cash flow: adjusted EBITDA plus or minus movements in operating working
capital, less net investments in property, plant and equipment and intangible assets.
Adjusted operating profit: operating profit before exceptional operating costs, fair value movement
on contingent consideration and amortisation of assets acquired through business combinations.
Adjusted profit after tax: profit after tax before exceptional operating costs, fair value movement on
contingent consideration, unwinding of discounting on contingent consideration exceptional write-off
of unamortised loan issue costs upon refinancing, net gains, or losses on financial instruments at fair
value, amortisation of assets acquired through business combinations and the tax effect on these
items.
Adjusted profit before tax: profit before tax before exceptional operating costs, fair value movement
on contingent consideration, unwinding of discounting on contingent consideration, exceptional
write-off of unamortised loan issue costs upon refinancing, net gains, or losses on financial
instruments at fair value and amortisation of assets acquired through business combinations.
Adjusted tax charge: the reported tax charge less the tax effect on the adjusted items.
CAGR: compound annual growth rate.
Cash conversion: calculated by dividing adjusted operating cash flow by adjusted EBITA.
Constant currency: to determine values expressed as being at constant currency we have converted
the income statement of our foreign operating companies for the year ended 31 July 2025 at the
average exchange rate for the year ended 31 July 2024. In addition, we have converted the UK
operating companies’ sale and purchase transactions in the year ended 31 July 2024, which were
denominated in foreign currencies, at the average exchange rates for the year ended 31 July 2023.
EBITA: profit before net finance costs, tax and amortisation.
EBITDA: profit before net finance costs, tax, depreciation and amortisation.
Net debt: bank borrowings and lease liabilities less cash and cash equivalents.
Operating cash flow: EBITDA plus or minus movements in operating working capital, less share-based
payment expense, less net investments in property, plant and equipment and intangible assets.
ROIC: measured as adjusted operating profit for the year divided by average net assets adding back
net debt, acquisition-related liabilities, and historic goodwill and acquisition-related amortisation
charges (net of the associated deferred tax).
170 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Parent Company Statement of Financial Position
At 31 July 2025
Notes
2025
£000
2024
£000
ASSETS
Non-current assets
Property, plant and equipment 4 81 110
Investments 5 199,322 199,322
Deferred tax asset 6 4,357 3,423
Total non-current assets 203,760 202,855
Current assets
Other receivables and prepayments 7 266,259 121,937
Cash and short-term deposits 222 469
Total current assets 266,481 122,406
Total assets 470,241 325,261
LIABILITIES
Current liabilities
Trade and other payables 9 (30,702) (24,291)
Other current financial liabilities 8 (283) (313)
Total current liabilities (30,985) (24,604)
Non-current liabilities
Interest-bearing loans and borrowings 10 (143,395) (49,794)
Total non-current liabilities (143,395) (49,794)
Total liabilities (174,380) (74,398)
Net assets 295,861 250,863
Notes
2025
£000
2024
£000
Capital and reserves
Share capital 11 2,000 2,000
Share premium 11,527 11,527
Treasury shares (2,999) (2,250)
Share-based payment reserve 6,209 5,200
Capital reserve (273) (273)
Retained earnings 279,397 234,659
Total equity 295,861 250,863
As permitted by Section 408 of the Companies Act 2006, the Company’s income statement has not
been included in these financial statements.
The Company’s profit for the year ended 31 July 2025 was £6 3 .6 million (2024: £33.4 million).
The financial statements on pages 171 to 177 of Volution Group plc (registered number: 09041571) were
approved by the Board of Directors and authorised for issue on 8 October 2025.
On behalf of the Board
Ronnie George Andy O’Brien
Chief Executive Officer Chief Financial Officer
8 October 2025 8 October 2025
171 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Parent Company Statement of Changes in Equity
For the year ended 31 July 2025
Share
capital
£000
Share
premium
£000
Treasury
shares
£000
Share-based
payment
reserve
£000
Capital
reserve
£000
Retained
earnings
£000
Total
£000
At 1 August 2023 2,000 11,527 (2,390) 5,357 (273) 219,365 235,586
Profit for the year – – – – – 33,370 33,370
Total comprehensive income – – – – – 33,370 33,370
Share-based payment – – – 1,056 – – 1,056
Purchase of own shares – – (2,732) – – – (2,732)
Vesting of share options – – 2,872 (1,213) – (1,659) –
Dividends paid – – – – – (16,417) (16,417)
At 31 July 2024 2,000 11,527 (2,250) 5,200 (273) 234,659 250,863
Profit for the year – – – – – 63,643 63,643
Total comprehensive income – – – – – 63,643 63,643
Share-based payment – – – 2,668 – – 2,668
Purchase of own shares – – (3,003) – – – (3,003)
Vesting of share options – – 2,254 (1,659) – 100 695
Dividends paid – – – – – (19,005) (19,005)
At 31 July 2025 2,000 11,527 (2,999) 6,209 (273) 279,397 295,861
172 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Parent Company Statement of Cash Flows
For the year ended 31 July 2025
Notes
2025
£000
2024
£000
Operating activities
Profit for the year after tax 63,643 33,369
Adjustments to reconcile profit for the year to net
cash flow from operating activities:
Income tax for the year (4,152) (3,258)
Finance income (185) (639)
Finance costs 7,66 1 5,126
Effect of exchange on foreign denominated loans (3,211) (1,124)
Share-based payment expense 2,154 1,200
Depreciation of property, plant and equipment 4 33 33
Working capital adjustments:
(Increase)/Decrease in other receivables and
prepayments (140,589) 16,842
Increase in trade and other payables 5,467 2
Net cash flow (used in)/generated from operating
activities (69,179) 51,551
Notes
2025
£000
2024
£000
Investing activities
Purchase of property, plant and equipment 4 (4) (5)
Proceeds from disposal of property, plant and
equipment – 3
Interest received 155 –
Net cash flow generated from/(used in) investing
activities 151 (2)
Financing activities
Interest paid (6,231) (4,598)
Repayment of interest-bearing loans and borrowings (100,681) (56,734)
Proceeds from new borrowings 198,828 28,283
Issue costs of new borrowings (1,822) –
Dividend paid to equity holders 12 (19,005) (16,417)
Purchase of own shares (2,308) (2,732)
Net cash flow generated from/(used in) financing
activities 68,781 (52,198)
Net (decrease) in cash and cash equivalents (247) (649)
Cash and cash equivalents at the start of the year 469 1,118
Cash and cash equivalents at the end of the year 222 469
173 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Parent Company Financial Statements
For the year ended 31 July 2025
1. General information
These financial statements were approved and authorised for issue by the Board of Directors
of Volution Group plc (the Company) on 8 October 2025.
The Company is a public limited company and is incorporated and domiciled in the UK (registered
number: 09041571). The share capital of the Company is listed on the London Stock Exchange.
The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX.
2. Accounting policies
Basis of preparation
The financial statements are prepared in accordance with UK-adopted international accounting
standards (IFRS) and with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards.
The financial statements are presented in GBP (£), rounded to the nearest thousand (£000)
unless otherwise stated. They have been prepared under the historical cost convention.
The policies applied by the Company are consistent with those set out in the notes to the
consolidated financial statements. The following additional policies are also relevant to the
Company financial statements.
Investments (note 5)
Investments in subsidiary undertakings are valued at cost, being the fair value of the consideration
given and including directly attributable transaction costs. The carrying value is reviewed for
impairment if events or changes in circumstances indicate the carrying value may not be recoverable.
Dividends received
Dividend income is recognised when the Company’s right to receive the payment is established, which
is generally when the shareholders approve the dividend.
Financial instruments
For detailed disclosures of financial instruments refer to note 27 of the Group financial statements.
New standards and interpretations
The standards or interpretations listed below have become effective since 1 August 2024 for annual
periods beginning on or after 1 January 2024 and had no material impact on these financial
statements.
• Amendments to IAS 1 ‘Classification of liabilities as current or non-current’;
• Amendments to IFRS 16 ‘Lease liability in a sale and leaseback’;
• Amendments to IAS 1 ‘Non-current liabilities with covenants’; and
• Amendments to IAS 7 ‘Supplier finance arrangements’.
At the date of authorisation of these financial statements, the Company has not applied the following
new and revised IFRS Standards that have been issued but are not yet effective.
The following amendments become effective after 1 January 2027:
• Amendments to IFRS 18 ‘Presentation and disclosure in financial statements’.
The Directors do not expect that the adoption of the Standards listed above will have a material impact
on the consolidated financial statements of the Company in future periods.
Accounting judgements and key sources of estimation uncertainty
In the application of the Company accounting policies, management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources.
The Directors have concluded that there are no key judgements or major sources of estimation
uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.
3. Staff costs
2025
£000
2024
£000
Wages and salaries 5,271 5,047
Social security costs 414 379
Share-based payment charge 2,154 1,200
Defined contribution pension costs 94 92
7,933 6,718
Total contributions payable in the next financial year are expected to be at rates broadly similar to
those in 2024/25 but based on actual salary levels in 2025/26.
Average monthly number of employees in the year
2025
Number
2024
Number
Administration 20 19
Directors’ remuneration
2025
£000
2024
£000
Amounts paid in respect of qualifying services
Directors’ remuneration 4,335 3,265
Non-Executive Directors’ remuneration 468 414
Directors’ cash payment in lieu of employer’s pension contribution 54 43
Directors’ pension scheme contributions – –
The number of Directors accruing benefits under Company money purchase pension arrangements
was £nil (2024: £nil).
The aggregate amount of gains made by the directors on the exercise of share options was £1,329,000
(2024: £3,098,000).
174 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2025
3. Staff costs continued
The Company also incurred fees and expenses of £468,000 (2024: £414,000) in respect of Claire
Tiney, Amanda Mellor, Nigel Lingwood, Margaret Amos, Jonathan Davis, Celia Baxter and Emmanuelle
Dubu for their services as Non-Executive Directors.
4. Property, plant and equipment
2025
Fixtures, fittings,
and equipment
£000
Total
£000
Cost
At 1 August 2023 302 302
Additions 5 5
Disposals (21) (21)
At 31 July 2024 286 286
Additions 4 4
Disposals (1) (1)
At 31 July 2025 289 289
Accumulated depreciation
At 1 August 2023 162 162
Disposals (19) (19)
Charge for the year 33 33
At 31 July 2024 176 176
Disposals (1) (1)
Charge for the year 33 33
At 31 July 2025 208 208
Net book value
At 31 July 2024 110 110
At 31 July 2025 81 81
5. Investments
£000
Cost and net book value
At 31 July 2024 and 31 July 2025 199,322
For a list of the subsidiaries in which Volution Group plc held 100% of the voting shares as at 31 July
2025, see note 29 of the Group financial statements.
The Company has considered whether there is objective evidence that the investment in subsidiaries
is impaired. Considering models and assumptions consistent with those used for the Group goodwill
impairment testing (see note 13 of the Group financial statements), no indicator of impairment has
been identified.
6. Deferred tax assets
Deferred tax assets and liabilities arise from the following:
1 August
2024
£000
Charged to
income
£000
Credit
to equity
£000
31 July
2025
£000
Deferred tax asset
Temporary differences 3,423 420 514 4,357
1 August
2023
£000
Credit to
income
£000
Credit
to equity
£000
31 July
2024
£000
Deferred tax asset
Temporary differences 3,417 386 (380) 3,423
7. Other receivables and prepayments
2025
£000
2024
£000
Amounts owed by Group undertakings 265,272 121,141
Prepayments 987 796
266,259 121,937
Refer to note 13 for more details on the terms of the amounts owed by Group undertakings. The Group
has considered the recoverability of the amounts owed by Group undertakings. Consideration was
given to the different scenarios for the recovery of the intercompany loan receivables, the possible
credit losses that could arise and the probabilities for these scenarios. Based on this assessment, the
amounts owed by Group undertakings are considered fully recoverable and therefore no provision for
expected credit loss has been recognised.
8. Other financial liabilities
2025
Current
£000
2024
Current
£000
Financial liabilities
Foreign exchange forward contracts 283 313
283 313
The foreign exchange forward contracts are carried at their fair value with the gain or loss being
recognised in the Company’s statement of comprehensive income. Refer to note 27 within the Group’s
financial statements for the fair value hierarchy the Company uses to determine the fair value of
financial instruments.
175 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

9. Trade and other payables
2025
£000
2024
£000
Trade payables 564 390
Other payables 1,205 251
Accruals 4,296 3,019
Amounts owed to Group undertakings 24,637 20,631
30,702 24,291
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand.
10. Interest-bearing loans and borrowings
2025 2024
Current
£000
Non-current
£000
Current
£000
Non-current
£000
Unsecured – at amortised cost
Borrowings under the revolving credit
facility (maturing 2025) – 144,730 – 49,794
Cost of arranging bank loan – (1,335) – –
– 143,395 – 49,794
Revolving credit facility – at 31 July 2025
Currency
Amount
outstanding
£000 Termination date
Repayment
frequency Rate %
GBP – 9 September 2027 One payment SONIA + margin%
Euro 65,997 9 September 2027 One payment EURIBOR + margin%
Australian Dollar 63,248 9 September 2027 One payment AUD-BBSY + margin%
Swedish Krona 15,485 9 September 2027 One payment STIBOR + margin%
Total 144,730
Revolving credit facility – at 31 July 2024
Currency
Amount
outstanding
£000 Termination date
Repayment
frequency Rate %
GBP – 2 December 2025 One payment SONIA + margin%
Euro 49,794 2 December 2025 One payment EURIBOR + margin%
Swedish Krona – 2 December 2025 One payment STIBOR + margin%
Total 49,794
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage
level of the Group in respect of the most recently completed reporting period. For the year ended
31 July 2025, Group leverage was 1.2:1 and therefore the margin will remain at 1.50% from the rate at
31 January 2025 (31 July 2024: Group leverage was below 1.0:1 with the margin at 1.25%).
The Group remained comfortably within its banking covenants, which are tested semi-annually. As at
31 July 2025, the multiple of EBITDA to net finance charges was 13.6 (31 July 2024: 14.8), against a
covenant minimum ratio of 4.0, and the multiple of net borrowings to EBITDA (leverage) was 1.2 (31 July
2024: 0.4), against a covenant maximum ratio of 3.0.
On 10 September 2024, the Group refinanced its bank debt. The old facility was repaid in full. The
Group now has in place a £230 million multi-currency ‘Sustainability Linked Revolving Credit Facility’,
together with an accordion of up to £70 million. The facility was due to mature in September 2027,
with the option to extend for up to two additional years. In August 2025, the Group took the option to
extend its multi-currency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion
of up to £70 million, by a period of 12 months; revising the maturity date to September 2028 and the
maximum facility to £200 million.
At 31 July 2025, the Group had £85,270,000 (2024: £100,200,000) of its multi-currency revolving
credit facility unutilised, plus an unutilised accordion of up to £70,000,000.
Reconciliation of movement in financial liabilities
2025
£000
2024
£000
At 1 August 49,794 79,369
Additional loans 198,828 28,283
Repayment of loans (100,681) (56,734)
Interest charge 7,1 73 4,427
Interest paid (7,173) (4,427)
Foreign exchange (3,211) (1,124)
At 31 July 144,730 49,794
Changes in liabilities arising from financing activities
1 August
2024
£000
Cash flows
£000
Foreign
exchange
movement
£000
Interest
charge
£000
Other
£000
31 July
2025
£000
Non-current interest-
bearing loans and
borrowings 49,794 90,094 (3,211) 7,1 73 (455) 143,395
Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2025
176 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

10. Interest-bearing loans and borrowings (continued)
1 August
2023
£000
Cash flows
£000
Foreign
exchange
movement
£000
Other
£000
31 July
2024
£000
Non-current interest-
bearing loans and
borrowings 79,369 (28,451) (1,124) – 49,794
11. Share capital and share premium
The movement in called-up share capital and share premium accounts is set out below:
Number of
ordinary
shares issued
and fully paid
Share
capital
£000
Share
premium
£000
At 31 July 2024 and 31 July 2025 200,000,000 2,000 11,527
12. Dividends paid and proposed
2025
£000
2024
£000
Cash dividends on ordinary shares declared and paid
Interim dividend for 2025: 3.40 pence per share (2024: 2.80 pence) 6,727 5,538
Proposed dividends on ordinary shares
Final dividend for 2025:7.40 pence per share (2024: 6.20 pence) 14,651 12,278
The interim dividend payment of £6,727,000 is included in the consolidated statement of cash flows
(2024: £5,538,000).
A final dividend payment of £12,278,000 is included in the consolidated statement of cash flows
relating to 2024 (2024: £10,879,000 relating to 2023).
Total dividend payments of £19,005,000 is included in the consolidated cash flows
(2024: £16,417,000).
The proposed dividend on ordinary shares is subject to approval at the Annual General Meeting and
is not recognised as a liability at 31 July 2025.
13. Related party transactions
The following table provides the total amount of transactions that have been entered into with
subsidiary undertakings for the relevant financial period.
2025 2024
Related parties
Amounts owed
by related
parties
£000
Amounts owed
to related
parties
£000
Amounts owed
by related
parties
£000
Amounts owed
to related
parties
£000
Volution Ventilation Group Limited 142,344 19,901 75,673 19,966
Volution Holdings Limited 117,069 – 39,511 –
Volution Ventilation Australia Limited 2,324 – – –
Volution Ventilation UK Limited – 2,000 – –
Torin Sifan Limited – 2,000 – –
DVS 3,535 – 5,957 –
Ventilairsec – 736 – 665
265,272 24,637 121,141 20,631
Sales made to Volution Holdings Limited of £5,113,000 (2024: £4,340,000) relate to management fees;
the settlement of these management fees occurs in cash. Outstanding loan balances at the year-end
are unsecured and interest free.
No sales were made to Volution Ventilation Group Limited; the outstanding loan balances at the
year-end are unsecured and interest free..
A recharge of business combination costs was made to Volution Ventilation Australia Limited of
£2,324,000 in the year; the settlement will occur in cash.
No sales were made to DVS; the outstanding loan balance at the year-end is unsecured and incurs
interest at a rate of 7.5%.
Compensation of key management personnel
The Executive and Non-Executive Directors are deemed to be key management personnel of Volution
Group plc. It is the Board that has responsibility for planning, directing and controlling the activities of
the Group. Please refer to note 3 for details of the Executive and Non-Executive Directors’
remuneration.
There were no material transactions or balances between the Company and its key management
personnel or members of their close family. At the end of the year, key management personnel did
not owe the Company any amounts.
14. Share-based payments
For detailed disclosures of share-based payments granted to employees, refer to note 31 of the Group
financial statements.
Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2025
177 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

ESG Annex
Basis of preparation
Unless otherwise stated
All sustainability-related data within this report represents the actual data collected between August
2024 and June 2025 (11 months); with remaining data extrapolated to cover the 12-month period.
The scope of reporting covers all companies within the Group as all are considered to be in operational
control. A list of all companies and operating locations within the Group can be found on pages 167
and 168.
Emissions and target recalculation policy and process
Base year
2023 has been selected as the base year for all carbon accounting, being the first year where reliable
data for our full carbon inventory for all scopes across the Group was available.
The base year included all businesses within the Group except for the then recently acquired I-vent,
VMI and DVS, which together did not represent a material proportion of the Groups energy use or
carbon emissions. In addition, the base year does not include our most recent acquisition, Fantech.
In line with our SBTi commitments the 2023 base year is used as the basis for our carbon reduction
targets. We will review the base year as necessary and consider changing the base year as a result
of acquisitions which materially increase the size of our Group, when appropriate. As a result of the
acquisition of Fantech, the Groups largest acquisition to date, it is likely that the base year will be
recalculated in the next 2 years to enable more appropriate tracking against our targets.
Recalculation Policy
All carbon accounting is aligned to the GHG Protocol, with organisational boundaries aligned to all
activity within operational control.
We will review data annually, to ensure high quality and to ensure targets remain valid.
We have adopted a significance threshold of 5%, meaning changes in data +/- 5% of published values
will trigger recalculation of previously published emissions, including previously stated annual
emissions and our base year used for target setting (2023).
Items that will trigger a recalculation include; identified data errors, changes in methodology and
changes to external methodology recommendations (e.g. the GHG Protocol, SBTi)
Items that may not trigger a recalculation include; acquisitions that did not exist as an entity at our
base year, organic growth, and changes in emission factors.
178 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

ESG Annex continued
SFDR Principal Adverse Indicators (PAI)
We are reporting on principal adverse indicators to help investors with their reporting for the EU Sustainable Finance Disclosure Regulation (SFDR).
Adverse sustainability indicator Indicator/Metric Volution response
GHG emissions
1 Scope 1, 2 and 3 emissions
Excluding Fantech: Scope 1: 2,057 tCO
2
, Scope 2: 2,210 tCO
2
, Scope 3: 768,488 tCO
2
(pages 185 to 186)
Including Fantech: Scope 1: 2,294 tCO
2
, Scope 2: 2,736 tCO
2
, Scope 3: 1,210,312 tCO
2
(pages 185 to 186)
2 Carbon footprint
Excluding Fantech: Total emissions: 772,715 tCO
2
(page 185)
Including Fantech: Total emissions: 1,215,342 tCO
2
(page 185)
3 Carbon intensity
Excluding Fantech: Scope 1 and 2 location based intensity 11.8 tCO
2
/£1m revenue (page 187)
Including Fantech: Scope 1 and 2 location based intensity 12.0 tCO
2
/£1m revenue (page 187)
4 Exposure to companies in the fossil fuel sector Volution does not operate in fossil fuel sector
5 Share of non renewable energy consumption
Excluding Fantech: 87.9% of energy used was from renewable sources or tariffs, 12.1% non-renewable
Including Fantech: 80.8% of energy used was from renewable sources or tariffs, 19.2% non-renewable
6 Energy consumption in GwH per €1 revenue
Excluding Fantech: Scope 1 and 2 energy consumption: 17.79 Gwh = 0.049 Gwh/€1m Revenue (page 186)
Including Fantech: Scope 1 and 2 energy consumption: 19.61 Gwh = 0.047 Gwh/€1m Revenue (page 186)
Biodiversity
7 Activities negatively affecting biodiversity Our operations do not have a significant impact on biodiversity
8 Emissions to water We do not discharge solid, liquid or contaminants into bodies of water
9 Hazardous waste We use a non-material amount of hazardous waste that is properly recycled or disposed (12,560kg)
Social and employee
10 Violations of UK Global Compact principles and OECD GME We are not aware of any violations of the UNGC principles or OECD GME
11 Lack of processes and compliance mechanisms
We joined the UN Global Compact in FY22 and have since signed the CEO water mandate and continue to
engage. We have comprehensive policies in place aligned with principles of the UNGC and OECD Guidelines
including Anti-corruption, Anti-modern slavery, Ethical tax, etc.
12 Unadjusted gender pay gap We publish gender pay gap data for the UK only
13 Board gender diversity At 31 July 2025 c.40% of the Board was female (page 78)
14 Exposure to controversial weapons Volution is not involved in the manufacture or sales of weapons
179 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

The Sustainability Accounting Standards Board (SASB)
The SASB Foundation was founded in 2011 as a not-for-profit, independent standards-setting organisation. Volution provides information in alignment with SASB reporting guidelines for its sector (electrical and
electronic equipment). The below table shows the reported topics and metrics and where further detail can be found within this report.
Accounting metric and SASB code Response/data/reference
Energy management
Total energy consumed (RT-EE-130a.1)
Our total energy consumption across the Group during the year was 17,792 MwH (including Fantech 19,608 MwH)
representing all electricity and heat and direct fuel use across all of our facilities, of which 55.5% was electricity
sourced from the grid. Globally, 1% of all energy used was self-generated from solar arrays. Of the electricity
consumed 87.9% (including Fantech 80.8%) was from renewable sources, including renewable tariffs and on-site
generation.
Percentage of grid electricity (RT-EE-130a.1)
Percentage renewable (RT-EE-130a.1
Hazardous waste management
Amount of hazardous waste generated, percentage recycled (RT-EE-150a.1)
We produce a non-material (12,560kg) amount of hazardous waste which is properly recycled or disposed.
Number and aggregate quantity of reportable spills and quantity recovered (RT-EE-150a.2) Zero reportable spills.
Product safety
Number of product recalls issued, total units recalled (RT-EE-250a.1)
Zero product recalls related to product safety.
Monetary losses from legal proceedings associated with product safety (RT-EE-250a.2) No monetary losses as a result of product safety issues.
Product lifecycle management
Percentage of products, by revenue, that contain IEC 62474 declarable substances (RT-EE-410a.1)
We manufacture a large proportion of our products ourselves and use no IEC 62474 declarable substances in the
production process. We are continuing to review supply chain products for relevant substances and will report in
future if necessary.
Percentage of eligible products, certified to an energy efficiency certification (RT-EE-410a.2) All products eligible for energy efficiency certification are under review for certification.
Revenue from renewable energy-related and energy efficiency-related products (RT-EE-
410a.3)
Revenues derived from products that are low carbon account for 71.2% of total revenue including Fantech, 77.3% on
an organic like-for-like basis (2024: 74.6%) of total revenue (see page 43).
Materials sourcing
Description of the management of risks associated with the use of critical materials
(RT-EE-440a.1)
Our suppliers make a vital contribution to our performance and engaging with our carefully selected, high-quality
supply chain ensures we can maintain security of supply. Reviews and supplier audits are carried out to ensure
compliance with our Code of Conduct and our policies on the prevention of bribery, corruption and modern
slavery. The Group is exposed to fluctuations in the price of raw materials and has implemented procedures to limit
exposure to rising prices, including hedging of foreign currencies.
Business ethics
Description of policies and practices for prevention of bribery, corruption and anti-
competitive behaviour (RT-EE-510a.1)
Volution is committed to complying with all applicable laws and regulations in the countries in which we operate.
Our policies are available on our website.
Monetary losses from legal proceedings re bribery or corruption (RT-EE-510a.2) No legal proceedings and no monetary losses.
Monetary losses from legal proceedings re anti-competitive behaviour (RT-EE-510a.3) No legal proceedings and no monetary losses.
Activity measures
Number of units produced by product category (RT-EE-000.A)
A breakdown of revenues by activity is shown on page 146.
Number of employees (RT-EE-000.B) Workforce statistics are shown on page 78. The number of employees was 2,338 (2024: 1,869).
Reportable accident frequency rate Accident frequency rates are shown on page 73. We report frequency rates per 100,000 hours worked,
representing an approximation of the hours worked during a person’s lifetime, and allowing comparability across
our business units and with other companies. The Frequency rate in 2025 was 0.17 (2024: 0.20).
Minor accident frequency rate Minor accidents per 100,000 hours worked in 2025 was 0.19. (2024: 0.18).
Fatalities Zero fatalities occurred during the year.
ESG Annex continued
180 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

TCFD/Companies act reference – where to find disclosures
Disclosure & ref
Governance
• Board oversight
(pages 59 and 181)
CA s414CB(a)
• Management’s role
(pages 59 and 181)
CA s414CB(a)
• Our governance structure provides clear oversight and ownership of the
Group’s sustainability strategy, climate risk and opportunity.
• In 2021, we established the Group Management Sustainability Committee
and Senior Independent Non-Executive Board member Amanda Mellor
assumed Board oversight responsibility for Volution’s sustainability strategy.
Strategy
• Climate-related risks
and opportunities
(pages 58, 70 to 71
and 181 to 182) CA
s414CB(d)
• Impact on strategy
(page 70 to 71)
CA s414CB(e)
• Resilience (page 70 to
71 and 184)
CA s414CB(f)
Our purpose is to provide healthy indoor air, sustainably and this commitment
to sustainability is integral to everything we do. Our business model is
underpinned by our sustainability pillars of Product, Planet and People.
• Our sustainability ambition is to champion the energy-saving potential
of our products and solutions and we are well positioned to seize the
opportunities that regulatory tailwinds bring us.
• We have identified transition risks related to reputation, policy and
regulation, and technology but have not assessed any of these risks
as high under either scenario under the short, medium or long term.
• We have undertaken a review of our major production and warehouse
locations, and have concluded we are not exposed to significant risk.
• In preparing the Group’s financial statements, we have considered the
impact of climate-related risks and have not identified any material adverse
impact on the financial statements or judgements within
Metrics and targets
• Metrics (pages 43 and
184)
CA s414CB(h)
• Scope 1, 2, 3 emissions
(pages 184 to 186)
CAs414CB(h)
• Targets
(page 66 and 185)
CA s414CB(g)
We developed two key metrics in 2020 to measure our progress against our
net zero ambitions: the percentage of revenue derived from low-carbon
products, and the percentage of recycled plastic used in our manufactured
products, in 2024 we added carbon intensity as a key metric.
• In 2021 we set out our ambition to be a carbon net zero business and
received SBTi approval of our net zero targets in 2025.
• We have set detailed forecasts and targets for the short, medium and
long term, aligned to our net zero ambitions for Scope 1, 2 and 3
• We have provided details of our Scope 1, 2 and 3 emissions on both a
location and market basis
Risk
• Risk processes
(pages 44 to 45, 70
and 181) CA s414CB(b)
• Risk management
(pages 44 to 45, 70
and 181) CAs414CB(c)
• We have continued to embed climate risk into our broader risk management
framework and have integrated climate change into our principal risks.
• Our risk review consider the risks and opportunities under the short,
medium and long term, as well as over our chosen climate scenarios
TCFD pillar – Governance
Climate change is embedded in the governance structure of the Group through a decentralised local
ownership, overseen by Group leadership and under the ultimate oversight of the Board. The Board is
collectively responsible for promoting the long-term sustainable success of the Company, generating
value for shareholders and contributing to wider society.
The principal way that climate change is embedded into this governance structure is shown in the
diagram on page 59 and described in more detail in section a) and b) below.
a. Board oversight of climate-related risks and opportunities
The Board has ultimate oversight and responsibility for climate change. The Board receives a review
of the Group’s risks and opportunities twice per year, including an assessment of climate-related risks
and opportunities. The Board assessed those risks and approved the principal risks presented on
pages 48 to 53. The Board considered whether climate change should be disclosed as an individual
standalone principal risk, but concluded it was more appropriate to embed the specific impacts of
climate change risks within existing principal risks – a ‘cross cutting’ approach. The Group does not
believe the any individual or collection of climate change risks are themselves material to the financial
prospects of the Group. See pages 44 to 45 for description of the Group’s risk management process).
The Board received updates each month on key sustainability KPIs, and during the year (twice in FY25)
received a more detailed review of performance against the sustainability targets and the Group’s
disclosures relating to TCFD. Once per year, the complete set of emissions data, performance against
targets, and setting of new targets where relevant is received by the Audit Committee and Board for
review and approval to be published externally. The performance of the Executives against their
sustainability-related incentives is reviewed by the Remuneration Committee (pages 116 to 1117).
The Board and certain individual Board members kept up to date on climate-related issues through
attending external seminars and discussing with Group advisers. Board Members’ relevant experience
is described on pages 86 to 87.
ESG Annex continued
181 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

b. Management’s role in assessing and managing climate-related risks and opportunities
The Group Management Sustainability Committee is responsible for assessing and managing
climate-related risks and opportunities and co-ordinating with the Group RICC to ensure that climate-
related risks are fully integrated into the risk management process. The Board representative on the
Committee communicates the activities of the Group Management Sustainability Committee to
the Board.
The Group Management Sustainability Committee met twice during FY25. The members of the
Committee include Amanda Mellor (Senior Independent Non-Executive Director providing Board
oversight), Ronnie George (CEO) and Andy O’Brien (CFO), the Managing Directors of each business
and Group ESG subject-matter experts.
Environment
Group Business Development Director
Group Financial Controller
Social Group HR Director
Governance Group Company Secretary
Overall ESG Group ESG Analyst
The Managing Director of each business unit is responsible for assessing the specific climate risks
and opportunities within their business, submitting to the Group Management Risk Committee and
delivering any mitigation or management actions.
The Group Management Sustainability Committee enables relevant issues to be discussed and to
exchange information and best practice. The Committee this year focused on our carbon-reduction
plan and the risks and opportunities of climate change and delivering our climate-reduction targets.
The ESG subject-matter experts are responsible for ensuring they keep up to date with changes in
reporting and relevant standards to provide assistance to local business management.
The Remuneration Committee
The LTIPs of the Executives have, since FY20, included ESG measures that focus on two targets that
are linked to our 2025 goals for optimising recycled plastics used in our manufactured products and
increasing the low-carbon credentials in the product portfolio measured as a percentage of revenue.
Since FY24 LTIPs have included a measure directly linked to our SBTi-aligned carbon intensity targets.
The measures have a 20% weighting in the LTIPs with a maximum pay-out that is aligned to the targets
shown on page 43
TCFD pillars – Strategy and Risk
Our strategy sets out our response to the transition to a net zero economy and limiting the effects of
climate change (see pages 58 to 59 and 70 to 71).
Our sustainability ambition is to champion the energy-saving potential of our products and solutions
and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds
should significantly increase demand for our sustainable and innovative ventilation solutions, while our
leading position in the UK, Continental Europe and Australasia ventilation markets means that we are
well positioned to seize this opportunity.
a. Climate-related risks and opportunities the organisation has identified in the short,
medium and long term
Methodology and risk ratings
We carry out a full risk management process each year (see pages 44 to 53) including a separate but
integrated bottom-up climate-related risk review. The climate-related risk process followed the same
process as the wider risk management process considering both the likelihood and the potential
impact of each risk. The climate-related risks are reviewed each year and submitted to the Volution
Group RICC each year. A full bottom-up assessment of climate risk was carried out in 2025 (see pages
70 to 71) This year, we have again concluded that climate change represents a net opportunity to
Volution through our ability to continue to drive growth from the regulatory and market tailwinds.
Modelling methodology
All climate risks have been modelled using a bespoke methodology, based on NGFS climate scenarios
with assumptions informed by government and industry risk assessments and adaption plans, including
the European Climate Risk Assessment and UK Climate Adaption plans. Assumptions are largely the
same across all scenarios, with impacts driven by scenarios assessed accordingly (e.g. the speed at
which regulations are implemented).
Assumptions include that
1. Government adaption plans will increase the rate of retrofit solutions enabled by increasing regulations
2. all building adaptation scenarios will include requirements for insulation and consequently
considerations for ventilation and indoor air quality management
3. global GHG reduction initiatives will continue to require reduction in energy usage and will continue
to focus on the electrification of heat
4. transition to low-carbon economies will continue across all regions and further opportunities for
green-enabled growth will be identified
5. increased urbanisation will result in reduced options for sole reliance on nature based solutions
We have given clear emphasis to both our transition and physical risks and opportunities.
We have adopted the same approach to the materiality of these risks and opportunities as for our
principal risks and uncertainties.
ESG Annex continued
182 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Volution products support the transition to a low-carbon, climate-resilient economy
Buildings are responsible for around 34% of total CO
2
emissions and 32% of total energy demand. If we
are to hit global net zero targets, we must deal with the existing building stock, as well as building new
compliant buildings. With 80% of the buildings we have today expected to be still standing by 2050,
and a current refurbishment rate of just 1% per year, we need new initiatives. To deliver net-zero-ready
buildings, we must make them air-tight, insulate them well and decarbonise the heating source. These
actions will impact the indoor environment, and ventilation will be even more important for both
health and comfort. Doing that without losing heat, and therefore energy, will require energy-efficient
ventilation solutions including Heat recovery.
If we are successful and reduce the energy demand in buildings by 80% by 2050, we will save more
than 25% of our total energy needs. To achieve this, we need to at least triple the rate of existing
building stock renovation, to 3% a year.
As a structural growth driver, in March 2023, the European Parliament passed a comprehensive
revision of the 2010 Energy Performance of Buildings Directive (EPBD IV) to cover existing buildings
for the first time. These regulations will stimulate the renovation market in the EU, as they will trigger
a wave of renovations and create a greater demand for energy-efficient upgrades. Similar regulatory
drivers exist in all our markets and are fully described on pages 61 to 62. These responses to climate
change will increase demand for our low-emission products and services.
b. The impact of climate-related risks and opportunities on the organisation’s business, strategy
and financial planning
We have identified physical risks to some of our locations and supply chains and transitional risks
related to reputation, policy and regulation. However, our sustainability ambition is to champion the
energy savings potential of our products and solutions, and we are well positioned to seize the
opportunities that regulatory tailwinds bring us.
The opportunities that are available to us are a key driver to our Sustainable Growth Model. Our organic
growth is driven by our local businesses taking the opportunities available to them in each market,
driven in part by the local regulatory tailwinds (see pages 61 to 62). Our drive to innovate and develop
new products ensures that we are able to maintain a leadership position in low-carbon and heat
recovery products (see pages 60 to 63).
We have concluded that we do not expect the risks of climate change to have a material impact on our
financial prospects over the short, medium or long term, and hence those risks have not materially
impacted our strategy nor financial planning.
Climate related commitment/target/action Financial impact assessment
2022 – transition of UK procured electricity to
100% renewable sources.
Multi-year agreements in place for UK, and total
Group renewable sourcing now at 87.9%.
2025 – 70% of our sales are low-carbon
products.
2026 – 75% of our sales are low-carbon
products.
Our original FY25 target was surpassed in FY24.
Sales of low carbon products reached 77.3% in
FY25 on an organic like-for-like basis.
2025 – 90% of the plastic processed in our
factories are from recycled sources.
We have made significant progress and our use of
recycled plastic in our products averaged 83.9% for
FY25. This was below our target of 90%. We will
continue to focus on this important initiative in FY26.
We will operate an all-electric fleet. We have a small fleet, mainly of automobiles, which
are being replaced by hybrid and ultimately electric
as they become due, at no significant incremental
costs over fossil fuel cars. Emissions from fleet
vehicles decreased 13% in FY25 from FY24
(excluding Fantech).
We will work with our supply chain and industry
to increase the use of new and sustainable
products and inputs.
Building mutually beneficial relationships, with no
significant direct cost to Volution.
We will delivery energy net gain through our
product portfolio.
Our target to increase Heat Recover product sales
will deliver net benefit through up-selling to higher
value products.
We will close the loop on the circular economy,
recovering our end-of-life products, recycling
and re-using.
We will roll out an end-of-life recovery programme
when an economically efficient process is
confirmed. No programme has yet been developed.
ESG Annex continued
183 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

c. The resilience of the organisation, taking into consideration different future climate scenarios
The Directors have concluded that Volution is expected to be resilient to the impacts of climate
change across the three scenarios that have been assessed. Moreover, we are well placed to take the
opportunities that climate change brings.
In 2022, we carried out a detailed review of physical climate risks (acute and chronic) to ensure we
understand the resilience of our critical properties to climate change. Climate change poses a physical
risk to the buildings that we occupy including offices, factories and warehouses. Four sites have been
assessed as having a moderate to high exposure to flood from flood-defended rivers in the current
climate, with only one more site at a high risk as a result of climate change by 2050. In the long term,
in the 2050s and beyond, drought and heat stress could have an increased potential impact, including
water scarcity, higher risk of fires and an impact on operations, safety and wellbeing. None of our
significant manufacturing sites are expected to be at risk of significant impact from climate change
under the 1.5°C or 2.0°C scenarios under the short, medium or long term, or under the 4°C scenario
under the short or medium term.
The locations at most risk are typical locations in our decentralised structure, and none of them
represent a material portion of the Group operating profits or assets. The impact of any one of these
locations being closed for a sustained period as a result of flooding for example, would not have a
material impact on the long-term resilience of the Group.
Our decentralised structure also enables us to remain close to local regulation and policy transition
risks and we work with industry bodies and regulators in each market. Over the longer term, our
combination of centralised technical support and local market knowledge ensures our product
development process will deliver products that regulators will require. In the 1.5°C scenario, demand
for products that improve energy efficiency of buildings will increase as governments seek to ensure
that target is met.
We have considered whether our strategy may need to change to address potential climate-related
risks and opportunities and have concluded that our strategy is appropriate to take the opportunities
that climate change presents, and resilient against the potential risks, and we do not envisage any
need to change our strategy.
TCFD pillar – Metrics and Targets
a. The metrics used by the organisation to assess climate-related risks and opportunities
Our metrics for the % of our total revenue that is from low-carbon and heat recovery products tracks
the extent to which we are utilising the opportunities that climate change brings. The success of our
investments and capital allocation, both in terms of plant and equipment and in the acquisition of
low-carbon businesses, is reflected in increased sales from these products.
We have aligned our revenue with the EU Taxonomy and continue to report under the FTSE Russell
Green Economy taxonomy.
We believe these externally reported metrics allows us to demonstrate the success of our continued
delivery against our sustainable growth strategy.
b. Scope 1, Scope 2 and Scope 3 greenhouse gas emissions
We disclose all Scope 1, 2 and 3 carbon emissions, in total and by business. We have set detailed
annual targets for emissions aligned to the science based methodologies, which have been approved
by SBTi in 2025.
For the first time in FY23, we disclosed all material Scope 1, 2 and 3 emissions, including the emissions
from the use of our products. This year, we have further improved our measurement and conversion
methods to better align with best practice.
Full details of our emissions are shown on pages 185 to 186. Our Scope 1 and 2 emissions are not
material to our total emissions, representing just 3% of operational emissions (excluding emissions
from use of our products). The most significant Scope 1 and 2 emission sources in FY25 are electricity
(64%, FY24: 51%), gas (11% FY24: 15%) and vehicle fuel (33%, FY24: 25%). The most significant Scope 3
emission sources in FY24 are from the use of products (83%, FY24: 91%), distribution (2% FY24: 2%),
purchased products (13% FY24: 10%) and other 2%.
Our perimeter includes all companies and subsidiaries in the Group under our financial or operational
control. Our base year for target-setting aligned with SBTi is 2023. As we grow in part through
acquisition, the base level will be re-assessed when appropriate and targets will be adjusted accordingly.
c. The targets used by the organisation to manage climate-related risks and opportunities and
performance against targets
This year, our short and long term net zero targets were approved by the SBTI.
Our targets have been developed with the help of an external consultant, and contain a combination
of active reductions – specific actions that we will take as a business, as well as an independent
assessment of the passive reductions that will occur in our industry, supply chain, and in terms of
grid decarbonisation. The combination of these active and passive carbon reductions, should they
be delivered, will enable us to achieve the targets we have set.
Our total absolute Scope 1, 2 and 3 market based emissions totalled 771,203tCO
2
, which is 16% higher
than FY24. The increase is largely driven by use of our sold products, which is the most significant
source of emissions across all Scopes, and varies year-on-year due to product sales mix, although
continues on a general downward trend as our proportion of low carbon product sales increases.
Including Fatench our total emissions were 1,213,814 tCO
2
, representing the increase of the size of
the business since the acquisition of Fantech, and the relatively high emissions from the use of sold
products in that business as a result of a lower proportion of low carbon sales.
Our chosen measure of carbon intensity (Scope 1 and 2 emissions per £ million of revenue) has
decreased to 12.0 tCO
2
/£m revenue (FY24 12.8t CO
2
/£m revenue). The decrease is driven by increasing
our EV fleet, a reduced use of gas for on-site heating and other efficiency measures (page 68).
ESG Annex continued
184 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Energy use, emissions and targets – Scope 1 and 21
Organic - excluding Fantech Including
Fantech
- ActualActual Targets2
2024 2025 2025 2034 2050 2025
Scope 1 tCO
2
e MWh tCO
2
e MwH tCO
2
e tCO
2
e tCO
2
e tCO
2
e MWh
Gas 641 3,474 466 2,376 – – – 466 2,376
Other fuel 237 886 369 504 – – – 395 627
Vehicle fuels
3
1,189 5,007 1222 4,954 – – – 1,405 5,722
Refrigerants
4
53 0 – – – – – 28 –
Total Scope 1 2,120 9,366 2,057 7,834 – – – 2,294 8,725
Scope 2
(location based) 2,317 10,109 2,210 9,9585 – – – 2,736 10,883
Scope 1 & 2 total
(location based) 4,437 19,475 4,267 17,792 – – – 5,030 19,608
Scope 2
(market based) 642 10,109 698 9,9585 – – – 1,207 10,883
Scope 1 & 2 total
(market based) 2,762 19,475 2,755 17,792 2,502 1,027 280 3,501 19,608
Carbon intensity
(location based) 12.8 – 11.8 – 12.3 10.2 4.7 12.0
Energy intensity – 56 – 49 47
1. GHG emissions have been assessed against the GHG Protocol Methodologies using the most up to date
emission factors from DEFRA emission factors for the UK and local specific electricity emission factors from the
Carbon Data Initiative (CaDi). Scope 1 and 2 emissions are calculated from 11 months of actual consumption,
extrapolated to 12 months based on average usage. Fantech data includes 8 months of actual consumption,
from acquisition date.
2. Our Scope 1, 2 and 3 targets are aligned to the SBTi principles.
3. EV fleet emissions are included in Scope 2 emissions.
4. Emissions from refrigerant use are updated and calculated based on top-up value as opposed to system capacity.
5. Gross KWh energy usage reported, of which 121.1 MWh, (97.9MWh including Fantech) was self-generated
Energy use, emissions and targets – Scope 31 6
Organic - excluding Fantech Including
Fantech
- ActualActual Targets
2024 2025 2025 2034 2050 2025
Upstream Scope 3 tCO
2
e tCO
2
e tCO
2
e tCO
2
e tCO
2
e tCO
2
e
Category 1 – Purchased goods & services
7 8
67,530 101,924 – – – 124,562
Category 2 – Capital goods 4,552 6,026 – – – 6,170
Category 3 – Energy-related activities
9
1,955 448 – – – 513
Category 4 – Upstream distribution
10
12,185 13,999 – – – 16,443
Category 5 – Waste generated in operations 39 99 – – – 99
Category 6 – Business travel 279 159 – – – 239
Category 7 – Employee commuting
11
555 1,063 – – – 1,249
Category 8 – Upstream leased assets
15
– – – – – -
Downstream Scope 3
Category 9 – Downstream distribution
10
– – – – – -
Category 10 – Processing of sold products
12
– 129 – – – 129
Category 11 – Use of sold products
13
570,398 644,143 – – 1,060,383
Category 12 – End-of-life of products
14
113 458 – – – 525
Category 13 – Downstream leased assets
15
– – – – – -
Category 14 – Franchises
15
– – – – – -
Category 15 – Investments
15
– – – – – -
Total Scope 3 emissions 657,605 768,448 663,897 262,182 – 1,210,312
Total Scope 1, 2 and 3 emissions
(location based) 662,043 772,715 695,350 462,609 74,707 1,215,342
6. Calculated from 11 months of actual data, extrapolated to 12 months based on average usage.
7. DEFRA Government spend and activity emission factors used for consistency across the Group.
8. Hybrid methodology using activity data for plastics and spend data for all other calculations. Platics activity data
and UK spend data are based on 12 months actuals.
9. Transport and distribution losses not included in Scope 2, including fleet and business travel.
10. Emissions for category 4 and 9 have been aggregated into category 4. It is not currently possible to accurately
separate upstream & downstream emissions.
11. Includes assumptions for Group extrapolated from UK average data.
12. Assumes factory energy usage for the insertion of non-final products by customers.
13. Emissions calculated from energy use of sold products, with usage profiles assumed at a product group level.
Assumes that all products are used in the country of sale with emissions based on location emission factors.
14. Using weight of sold products, determined using product weight data where available and extrapolated.
15. Not relevant for group operations.
ESG Annex continued
185 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Carbon emissions by country
tCO
2
e
Scope 1 Scope 1 and 2
Location based
Scope 1 and 2
Market based
Total
Scope 3
United Kingdom 1,098 2,214 1,098 249,505
Sweden 343 361 343 130,551
Norway 0 0 0 60
Finland 17 40 29 8,028
Denmark 21 30 30 1,305
Germany 92 193 185 9,362
Netherlands 108 137 124 8,637
Belgium 13 30 16 11,779
Bosnia and Herzegovina 11 290 298 10,540
North Macedonia 29 573 263 194,123
France 81 87 81 4,558
Slovenia 75 82 81 1,186
New Zealand 104 128 143 15,704
Australia 65 102 64 123,110
Total organic 2,057 4,267 2,755 768,448
Fantech 238 763 747 441,864
Including Fantech 2,295 5,030 3,502 1,210,312
Energy consumption
Mwh FY21 FY22 FY23 FY24 FY25
Scope 1 11,133 9,169 9,674 9,366
7,834
Scope 2 9,109 9,578 9,327 10,109
9,958
Total organic 20,243 18,747 19,001 19,475
17,792
Including Fantech
19,608
Scope 1 energy use covers all direct energy use from the business, including all vehicle fuels, gas and
heating fuels.
Scope 2 energy use covers all purchased energy with data obtained from energy supply bills, using
12 months of data where possible and extrapolated out using average usage for 11 months where data
gaps exist to cover the full 12 months of usage. From 2023, energy consumption is reported gross
including all self-generated electricity.
The GHG inventory perimeter for each year includes 100% of the businesses within the Group that
have been within the Group for at least one complete year, including all businesses that are within
financial or operation control. Acquisitions made during the year are not included in that year’s figures
% of our electricity from renewables
FY21 FY22 FY23 FY24 FY25
N/A 73.7 86.5 86.7
87.9%
The percentage of total Scope 2 energy purchase within the business from renewable sources
including self generated and renewable tariffs/products as a proportion of overall Scope 2 energy
purchased. Renewable energy use is 80.8% including Fantech.
Electricity generated on-site
FY21 FY22 FY23 FY24 FY25
MWh N/A N/A N/A 113.7
121.1
All energy generated is from renewable sources, primarily solar. Figure inclusive of Fantech.
Carbon emissions
tCO
2
e FY21 FY22 FY23 FY24 FY25
Scope 1 2,368 1,920 2,034 2,120
2,057
Scope 2 location 1,769 1,855 1,995 2,317
2,210
Scope 2 market N/A 904 743 642
698
Scope 3 N/A 51,832 733,866 657,605
768,448
Total organic 4,137 52,345 737,868 662,043
772,715
Including Fantech
1,215,342
Scope 1 emissions include all direct emissions from the business, including all vehicle fuels, gas and
heating fuels. All emissions are calculated using DEFRA emission factors published in the appropriate year.
Scope 2 emissions include all purchased electricity. The data is gathered primarily from energy bills,
using 12 months of data where possible and extrapolated out using average usage where data gaps
exist to cover 12 months of usage. All UK emissions are calculated using DEFRA emission factors
published in the appropriate year with all other grid emissions sourced from the Carbon Database
initiative (CaDI).
Scope 2 location based emissions are calculated with emission factors specific to the energy grid of
each operating country and include EV charging.
Scope 2 Market Based emission are calculated using an emission factor that accounts the residual
emissions in the energy grid and include EV charging .
Scope 3 emissions include all indirect emissions across the Group for FY25
Carbon is reported in tonnes of carbon equivalent (tCO
2
e) and encompass all greenhouse gasses.
The GHG inventory perimeter for each year includes 100% of the businesses within the Group.
ESG Annex continued
186 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Carbon intensity (tCo2e/£1m)
FY21 FY22 FY23 FY24 FY25
Location based 15.1 12.3 12.3 12.8
12.0
Carbon intensity is calculated as Scope 1 and 2 location based carbon emissions in tonnes per £million
revenue. The perimeter and calculation methodology are unchanged in each of the reported years
shown. The target for FY24 was 11.6.
Carbon avoidance
FY21 FY22 FY23 FY24 FY25
tCO
2
e
N/A N/A 2,183,455 1,872,583
1,979,945
We recognise that there is not yet a universally accepted method of measuring or reporting ‘avoided
emissions’ (sometimes referred to as ‘Scope 4’ emissions), and that any measure can only ever be an
estimate. The TCFD framework does not include avoided emissions within their recommendations, and
together with the assumptions and uncertainties involved in the calculations this means that avoided
emissions reported for FY2025 should not be considered to be at the same level of accuracy as our
Group emissions reported within the TCFD section. However, we understand from our stakeholders
that the energy saving potential of our products is useful information and is provided for that purpose.
The emissions calculated using our model should be assumed to be the upper limit of energy savings.
The calculation is sensitive to the variables noted under ‘methodology’ and other limitations.
Limitations include: The domestic application baseline assumes mains gas boiler heating, heat loss
due to infiltration is not adjusted for wind speed, the thermal capacity and inertia has not been
considered, domestic applications are modelled on detached houses and Commercial applications
are modelled on open plan offices. Adjusting the model for these limitations may either raise or lower
avoided emissions calculations. Sensitivities to key assumptions include: a 1% increase in the rate of
electricity decarbonisation year on year reduces avoided emissions by 4.3%, lowering the internal
setpoint temperature from 21ºC to 20ºC reduces avoided emissions by 8.3%, and decreasing unit
lifetime use from 10 to 9 years reduces avoided emissions by 8.2%
Water
FY23 FY24 FY25
Water usage (l) 14,483 16,262
20,589
Water usage is sourced from actual usage where possible. Where data cannot be collected (where
water is used for water, hygiene & sanitation services only) a 10l/p/d usage assumption has been used.
FY23 FY24 FY25
Water withdrawn from water stressed regions N/A 64%
57%
Water withdrawn from water risk regions N/A 10%
9%
Water stress measures the basic ratio of total water demand to available renewable surface and
groundwater supplies. Water risk a more holistic measure and includes all water related risks and
mitigations including; water stress, water quality, water infrastructure and risks relating to public
perceptions and regulation. This figure is inclusive of Fantech.
Waste
Waste by fate %
FY23 FY24 FY25
Recycled N/A N/A
80%
Incinerated N/A N/A
11%
Landfill N/A N/A
9%
Wastes products in direct operations by % fate. This figure is inclusive of Fantech.
Waste by type (t)
FY23 FY24 FY25
Metals N/A N/A
1,230
Plastic N/A N/A
119
Paper & wood products N/A N/A
977
Other N/A N/A
640
Hazardous N/A N/A
13
Total
N/A N/A
2,979
Total weight in tonnes of waste produced in direct operations. This figure is inclusive of Fantech.
Products
% recycled plastic
FY21 FY22 FY23 FY24 FY25
59.7% 67.2% 76.2% 78.1%
83.9%
The % recycled plastic used in our facilities’ is the proportion of recycled plastic used in production in
our main plastic manufacturing locations in the UK, Nordics and Bosnia Herzegovina, shown as a % of
total used. The weight of the recycled plastic is shown as a proportion of the total plastic used
(including virgin plastic) in manufacturing our own products. The perimeter and calculation
methodology is unchanged in each of the reported years shown. The target for FY25 was 90.0%.
% low carbon sales
FY21 FY22 FY23 FY24 FY25
Organic 62.1% 66.1% 70.1% 74.6%
77.3%
Including Fantech
71.2%
The % of Low carbon sales is the proportion of total Group revenue that is from the sale of products
that are categorised as ‘low-carbon products’, shown as a % of total Group revenue. We define our
low-carbon products as products that use less energy than the products they replace, or as products
that are used within the local calculation methods to reduce emissions from buildings. A full definition
is given on page 191. The perimeter and calculation methodology is unchanged in each of the reported
years shown. The target for FY25 was 70%. FY24 was restated due to the availability of data, previously
reported as 70.9%.
ESG Annex continued
187 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

% heat recovery sales
FY21 FY22 FY23 FY24 FY25
Organic 30.1% N/A 31.4% 31.7%
32.5%
Including Fantech
28.5%
The % of heat recovery sales is the proportion of total Group revenue that is from the sale of products
that are categorised as ‘Heat recovery products’, shown as a % of total Group revenue. We define
our heat recovery products as systems, and products and accessories that may be used within a system,
of ventilation that collects heat from exhaust air that would otherwise be lost and re-uses such heat
by transferring it to the incoming fresh air. The perimeter and calculation methodology is unchanged in
each of the reported years shown. There is no target set for % heat recovery sales.
% R&D spend for low-carbon
FY21 FY22 FY23 FY24 FY25
N/A N/A N/A 87%
85%
The % of overall R&D spend across all group companies related including all staff, capital and revenue
costs aligned to products categorised as low-carbon revenue.
People
Reportable accident frequency rate
FY21 FY22 FY23 FY24 FY25
0.20 0.25 0.30 0.20
0.17
Reportable accident frequency rates per 100,000 hours worked are calculated by dividing the number
of reportable accidents recorded in the year by the total number of hours worked and multiplied by
100,000. A reportable accident is defined as a serious accident where the injured colleague is unable
to work for more than 7 days, and is aligned in the UK to the HSE RIDDOR category of injury and
applied elsewhere appropriately. 100,000 hours is chosen as it represents an approximation of the
hours worked during a person’s lifetime, and allowing comparability across our business units and with
other companies.
Minor incidents frequency rate
FY21 FY22 FY23 FY24 FY25
0.61 0.43 0.50 0.18
0.19
A minor accident is defined as an accident where the injured colleague is unable to work for more than
1 day but less than 7.
Number of colleagues
FY21 FY22 FY23 FY24 FY25
1,538 1,898 1,871 1,869
2,338
Average number of FTE over the financial year. This number includes all companies within the group.
Gender diversity – total employees
FY21 FY22 FY23 FY24 FY25
Male 1,034 1,321 1,310 1,308
1,666
Female 504 577 561 581
671
Other 0 0 0 1
1
Total 1,538 1,898 1,871 1,869 2,338
Based on average number of FTE for the financial year, from data held in company records. This
number includes all companies within the group.
Gender diversity – Board
FY21 FY22 FY23 FY24 FY25
Male 5 5 4 4
4
Female 2 2 3 3
3
Other 0 0 0 0
0
Total 7 7 7 7 7
Coverage of ISO certifications
FY23 FY24 FY25
ISO14001 (Environmental management systems)
% Manufacturing sites
N/A 73%
58%
ISO9001 (Quality Management Systems)
% Manufacturing sites
N/A 87%
95%
ISO45001 Occupational Health and Safety
(OH&S) Management Systems
% Employees
N/A 54%
48%
100% of UK operations have ISO45001 certification. Inclusive of Fantech.
% of eligible employees completed modern slavery training
FY23 FY24 FY25
– –
100
Personnel who have a supplier-facing role are required to complete a Modern Slavery awareness
training module and demonstrate that they have understood the dangers that modern slavery poses to
the business, and the devastating impact it has on its victims.
ESG Annex continued
188 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Employee engagement scores
FY21 FY22 FY23 FY24 FY25
N/A N/A N/A 74
75
Employee engagement – methodology
We partnered with WeSoar, a London-based HR Technology and advisory firm to ensure a transparent
and unbiased survey process. All colleagues across Volution Group (except new acquisitions in the
year) were invited to participate. The survey was translated into multiple languages and was sent by
email to each employee. We have a significant proportion of our colleagues who do not have a
company email address, and they were sent the survey link to their personal email address. Designated
computer terminals were provided on site to ensure these colleagues had easy access to the survey.
Participation rate is calculated as the total number of completed surveys divided by the total number
of employees. All individual responses were confidential and reported in the aggregate subject to a
minimum of four responses to protect data confidentiality. A validated and consistent Likert Scale was
used for all questions.
The engagement score was calculated using five key items* identified from a pool of 20 survey items
categorized under the following factors – Purpose, Commitment, Leadership, Role, Work Environment,
Innovation, Retention, Diversity & Inclusion, Advocacy, Communication, Wellbeing, Collaboration,
Growth, Belonging.
These five items form the Engagement Index, which represents the overall engagement score, giving
equal weightage to each question. The selected items measure critical engagement factors:
Advocacy, Belonging, Commitment, and Retention. These factors are essential for modern workplace
engagement as they reflect how strongly employees connect with the organization’s values, their
willingness to recommend it, their commitment to staying, and their overall satisfaction. This targeted
approach ensures the engagement score provides an accurate measure of how aligned and
committed employees feel.
• I would recommend my organisation as a great place to work.
• My organisation motivates me to contribute more than what is normally required to complete my job.
• I am proud to work for my organisation.
• I would stay even if offered a similar job at another company with comparable pay and benefits.
• I plan to be working in my organisation two years from now.
The results have been presented on page 74.
ESG Annex continued
189 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

How we align to the UN Sustainable Development Goals
As a member of the UN Global Compact, we also reviewed our sustainability strategy and material topics in line with the UN Sustainable Development Goals, the blueprint to achieve a better and more
sustainable future for all.
3. Good Health and Well-Being
3.9: ‘By 2030, substantially reduce the number of deaths and illnesses from hazardous chemicals
and air, water and soil pollution and contamination.’
84.4% amount of our time is spent indoors. Our products particularly support the achievement of SDG
3.9.1 – ‘Mortality rate attributed to ambient air pollution’ through the provision of increased indoor
comfort and air quality.
7. Affordable and Clean Energy
7.3: ‘By 2030, double the global rate of improvement in energy efficiency.’
With a focus on development and sales of low-carbon products, we sell product solutions
targeted at reducing carbon emissions of buildings by making them more energy efficient to run.
7.3.1 – ‘Energy intensity measured in terms of primary energy and GDP’.
8. Decent Work and Economic Growth
8.5: ‘By 2030, achieve full and productive employment and decent work for all women and men,
including for young people and persons with disabilities, and equal pay for work of equal value.’
Volution is committed to being a diverse and inclusive employer.
9. Industry, Innovation and Infrastructure
9.4: By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with increased
resource-use efficiency and greater adoption of clean and environmentally sound technologies and
industrial processes, with all countries taking action in accordance with their respective capabilities.
Our low-carbon products are part of a sustainable retrofit solution for ventilation and heating, providing
solutions that increase energy efficiency in buildings.
12. Responsible Consumption and Production
12.5: ‘By 2030, substantially reduce waste generation through prevention, reduction, recycling and reuse’
SDG target 12.5 is core to Volution’s approach to sustainability and its ambition to limit its impact on
the environment.
We continue to focus on the adoption of recycled material, with 78.1% of the plastic used within our
own facilities from recycled sources in FY25.
13. Climate Action
13.1: “Strengthen resilience and adaptive capacity to climate-related hazards and natural disasters
in all countries”
13.2: “Integrate climate change measures into policies, strategies and planning.”
Climate change is a key consideration of our business purpose and is embedded into our ongoing
sustainability journey. In 2025, our net zero carbon emission targets were validated by SBTi, highlighting
our dedication to taking climate action.
Our products aid in the realisation of national retrofit plans to mitigate the impacts of climate-related
hazards including heat and air quality.
Our Sustainability Stakeholder Engagement Approach
Stakeholder Approach
Customers
We maintain a continuous dialogue with our investors and customers, to understand their ongoing needs, wants and concerns.
Investors
Supply chain We engage with our supply chain to enable sustainable procurement. Awareness of challenges and risks related to our supply chain are identified through relevant third-party
information sources.
Employees We engage with our employees through bi-annual employee forums and townhalls
ESG Annex continued
190 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Alternating current or AC
the flow of electric current which reverses direction periodically, typically at 50Hz in the UK and Europe. This is the standard type of electricity supply to domestic and
commercial properties
AC blowers
a low-pressure fan with an AC motor
AC motor
an alternating current motor
AHU
air handling unit: a ventilation device which usually integrates air, heating and filtration into one combined unit. May also include cooling and heat recovery
Decentralised
heat recovery
a system of ventilation that collects heat from exhaust air that would otherwise be lost and re-uses such heat by transferring it to the incoming fresh air. Decentralised heat
recovery consists of multiple units supplying and extracting from around the home
EC/DC
electronically commutated direct current
Electronically
commutated or EC
a type of motor which historically used a mechanical means of reversing the current flow but which now uses an electronic device to do the same, which is more reliable and
more efficient
Fan coil
a device used to heat or cool a space which includes a water coil and fan for connection to the wider HVAC package within a building
HVAC
heating, ventilation and air conditioning
Hybrid ventilation
a method that combines both passive and mechanical means to form a mixed mode ventilation system
IAQ
indoor air quality
Motorised impellers
a motor that is supplied complete with an impeller attached to it
MVHR
mechanical ventilation with heat recovery: a centralised system of ventilation that collects heat from exhaust air that would otherwise be lost and re-uses such heat by transferring it
to the incoming fresh air
NVHR
natural ventilation with heat recycling
OEM
original equipment manufacturer
PIV
positive input ventilation: this is an energy efficient method of pushing out and replacing stale, unhealthy air by gently pressurising the home with fresh, filtered air to increase
the overall circulation of air in the dwelling
RMI
repair, maintenance and improvement
Rotary heat exchanger
a type of heat exchanger consisting of a circular honeycomb matrix which rotates in the airstream of a heat recovery device
Plate heat exchanger
a type of heat exchanger consisting of a series of plates which transfer the heat from one airstream to another
Specifiers
persons who may specify certain characteristics of products
Low-carbon products – definition
We define our low-carbon revenue as a) revenue from products that are designed to be more energy efficient than the product, or method of ventilation or air movement that they replace, and/or b) revenue
from products which reduce carbon emissions as verified through national calculation methodologies or recognised schemes for improving the energy efficiency of buildings. In our European businesses,
this is driven by the Energy Performance of Buildings Directive (EPBD) with every local jurisdiction having their own national calculation method. In the UK, products that reduce carbon emissions are included in the
Standard Assessment Procedure (SAP) and are listed on the Product Characteristics Database (PCDB) or applied in commercial buildings through the Simplified Building Energy Model (SBEM). In Germany, products
that reduce carbon use calculations through DIN V 4701-10:2003-08 combined with DIN V 4108-6:2004-03 or DIN V 18599- 6:2018-09. We also include products that are listed through other schemes which
recognise energy saving measures such as the Energy Technology List (ETL) in the UK, or in Australia, products that help improve the ‘star rating’ of a home in the Nationwide House Energy Rating Scheme
(NatHERS). In addition, we include products that save energy over traditional methods such as our products with automation and our DC/EC motorised extract fans. Our low-carbon products are aligned to
our accreditation with the FTSE Russell Green Economy mark where our low-carbon revenue is defined as deriving from ‘green’ products and services as defined by FTSE Russell’s Classification System (2023),
within the category of Buildings and Property EM.01.0 ‘revenue generating activities related to the design, development, manufacture or installation of energy efficient products or services for use in buildings’.
Glossary of Technical Terms
191 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information

Shareholder Information
Shareholder services
For any enquiries concerning your shareholding please contact our registrar:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Equiniti has a shareholder portal offering access to services and information to help manage your
shareholdings and inform your important investment decisions. Please visit www.shareview.co.uk.
Shareholder helpline: 0371 384 2030
1
from the UK
or +44 (0) 121 415 7047 from overseas.
Note
1. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales).
You can access our Annual Report and Accounts and other shareholder communications through
our website, www.volutiongroupplc.com.
Company advisers
External independent auditor
PricewaterhouseCoopers LLP
Corporate brokers
Berenberg
Jefferies International Limited
Legal adviser
Norton Rose Fulbright
Financial PR adviser
FTI Consulting
Company Secretary and registered office
Fiona Smith
Volution Group plc
Fleming Way
Crawley
West Sussex
RH10 9YX
United Kingdom
Registered in England and Wales
Company number: 09041571
LSE ticker code: FAN
Legal Entity Identifier: 213800EPT84EQCDHO768
Tel: +44 (0) 1293 441 662
Shareholder enquiries: investors@volutiongroupplc.com
General enquiries: info@volutiongroupplc.com
Website: www.volutiongroupplc.com
192 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information
Forward-looking statements
The Annual Report and Accounts contains certain statements, statistics and projections that
are or may be forward looking. The accuracy and completeness of all such statements including,
without limitation, statements regarding the future financial position, strategy, projected costs,
plans and objectives for the management of future operations of Volution Group plc and its
subsidiaries is not warranted or guaranteed. These statements typically contain words such as
“intends”, “expects”, “anticipates” and “estimates” and words of similar import. By their nature,
forward-looking statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. Although Volution Group plc believes that
the expectations reflected in such statements are reasonable, no assurance can be given that
such expectations will prove to be correct. There are a number of factors, which may be beyond
the control of Volution Group plc and could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements. Other than
as required by applicable law or the applicable rules of any exchange on which our securities
may be listed, Volution Group plc has no intention or obligation to update forward-looking
statements contained herein.

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Through protecting standing forests, under threat of clearance,
carbon is locked in that would otherwise be released. These
protected forests are then able to continue absorbing carbon
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including a number of species identified at risk of extinction on
the IUCN Red List of Threatened Species.

Volution Group plc
Fleming Way
Crawley
West Sussex RH10 9YX
United Kingdom
volutiongroupplc.com

Notice of Annual General Meeting 2025
Wednesday 10 December 2025
This document is important and requires your immediate attention.
If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or
otherwise transferred all of your ordinary shares in Volution Group plc, please give this and the accompanying documents to the purchaser
or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was made.

Dear shareholder,
Annual General Meeting (AGM) 2025
The Directors welcome the opportunity to meet shareholders in person our 2025 AGM. We are proposing to hold this year’s Annual General Meeting
(AGM) of Volution Group plc (the Company) at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom,
on Wednesday 10 December 2025 at 12.00 noon.
The formal Notice convening the AGM is set out on pages 3 to 4 of this document. An explanation of each of the resolutions to be proposed at
the AGM is set out on pages 5 to 6.
The AGM is an opportunity for shareholders to express their views and to put questions to the Board. We, as your Board, are committed to open
dialogue with our shareholders and our AGM is a good opportunity to engage with you directly. If you would like to submit a question in advance,
please email ir@volutiongroupplc.com or write to the Company Secretary at Volution Group plc, Fleming Way, Crawley, West Sussex RH10 9YX.
Election and Re-election of Directors
In accordance with the UK Corporate Governance Code, all Directors will seek election or re-election by shareholders.
Since the AGM in 2024, Celia Baxter and Emmanuelle Dubu have been appointed as Directors, and they will be standing for election for the first
time since their appointment. All other Directors are seeking re-election at the AGM.
As Chair, I believe that the contribution and performance of each of the Directors seeking election or re-election continues to be valuable and
effective. Each of the Directors demonstrates commitment to their role and I therefore believe that it is appropriate that each of these Directors
should continue to serve on the Board.
Biographical details of the Directors seeking re-election are set out in full in the Annual Report and Accounts 2025 on pages 86 and 87 and in the
Appendix to this Notice of AGM, and information on their remuneration can be found on pages 111 to 124 of the Annual Report and Accounts 2025.
Shareholder Consultation – Dis-application of Pre-Emption Rights
In its 2024 Annual General Meeting results announcement, released on 11 December 2024, the Company noted that Resolution 15, in relation
to the additional dis-application of pre-emption rights, received just over 20% of votes against (with 79% of votes cast being in favour).
By way of background, it was the first time the Company had sought the additional authority to disapply of pre-emption rights, although market
practice shows that since 2023 more companies have sought this authority.
The resolution was in line with the “Disapplying Pre-Emption Rights – A Statement of Principles” published by the Pre-Emption Group in
November 2022 (Statement of Principles 2022) and the specific authority sought in Resolution 15 would have been limited to the issuance
of equity shares for cash, in connection with either an acquisition or a specified capital investment.
In line with the requirements of the UK Corporate Governance Code, the Company engaged with those shareholders who voted against Resolution 15
to understand their concerns. Views expressed during the consultation related largely to reservations concerning the increased amount of capital
that could be raised under the new authority. In certain cases, this authority conflicted with underlying institutional shareholders’ internal voting policies.
The Company considered shareholder feedback when recommending resolutions for the 2025 AGM and, after careful consideration, the Board
has concluded that it remains in the Company’s best interest to retain the flexibility provided by this additional disapplication of pre-emption rights
authority. In particular it provides the Board with the flexibility to raise equity finance quickly and without having to incur further time and
expense necessary to hold a general meeting of shareholders to obtain consent. The Board undertakes, to the extent practicable, to consult
with its major shareholders before exercising this resolution.
Voting arrangements
Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that shareholders who are not able to attend the
AGM, but who have appointed proxies, have their votes accounted for. The results of the poll will be announced to the London Stock Exchange and
published on the Company’s website as soon as possible after the conclusion of the AGM.
If you would like to vote on the resolutions but will not be attending the AGM, you may appoint a proxy by completing and returning the enclosed
Form of Proxy in accordance with the instructions printed on it. Forms of Proxy should be returned to be received by the Company’s registrar,
Equiniti Limited, as soon as possible and in any event no later than 12.00 noon on Monday 8 December 2025.
Alternatively, online at www.shareview.co.uk or, if you hold your shares in CREST, you may appoint a proxy electronically via the CREST system.
If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
Recommendation
Your Directors consider that all of the resolutions in the Notice of AGM are in the best interests of the Company and its shareholders as a whole
and unanimously recommend that you vote in favour of them, as they will do in respect of their own shareholdings.
Yours faithfully,
Nigel Lingwood
Chair
Volution Group plc
Registered office: Fleming Way, Crawley, West Sussex RH10 9YX
Registered in England and Wales number: 09041571
22 October 2025
2 Volution Group plc
Notice of Annual General Meeting 2025

Notice is hereby given that the Annual General Meeting of Volution Group plc will be held on Wednesday 10 December 2025 at the offices of
Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, at 12.00 noon to transact the business set out in the
resolutions below.
Resolutions 1 to 14 will be proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour
of the resolution.
Resolutions 15 to 18 will be proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be
in favour of the resolution.
Voting on all resolutions will be by way of a poll.
For further information on all resolutions, please refer to the Explanatory Notes, which can be found on pages 5 to 6.
Ordinary resolutions
Annual Report and Accounts
1. To receive and adopt the Annual Report and Accounts for the financial year ended 31 July 2025 together with the Directors’ Report and
the Auditor’s Report on those accounts.
Directors’ Remuneration Report
2. To approve the Annual Report on Remuneration (excluding the Remuneration Policy) set out on pages 111 to 124 of the Directors’
Remuneration Report in the Annual Report and Accounts 2025.
Final dividend
3. To declare a final dividend of 7.4 pence per ordinary share in respect of the financial year ended 31 July 2025.
Re-election of Directors
4. To re-elect Nigel Lingwood as a Director.
5. To re-elect Ronnie George as a Director.
6. To re-elect Andy O’Brien as a Director.
7. To re-elect Jonathan Davis as a Director.
8. To re-elect Amanda Mellor as a Director.
9. To elect Celia Baxter as a Director.
10. To elect Emmanuelle Dubu as a Director.
Appointment of auditor
11. To appoint PricewaterhouseCoopers LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at
which accounts are laid before the Company.
Auditor’s remuneration
12. To authorise the Audit Committee to determine the remuneration of the auditor.
Political donations
13. That the Company and all the companies that are the Company’s subsidiaries at any time during the period for which this resolution has
effect be authorised to:
(a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
(b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
(c) incur political expenditure not exceeding £50,000 in total, in each case during the period beginning with the date of the Annual
General Meeting 2025 and ending at the close of business on the day on which the Annual General Meeting 2026 is held or
31 January 2027, whichever is the earlier. The maximum amounts in (a), (b) and (c) may comprise sums in different currencies, which
shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
For the purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political
organisations” and “political expenditure” have the meanings set out in Sections 363 to 365 of the Companies Act 2006.
Authority to allot ordinary shares
14. That, in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised for the
purposes of Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company
or to grant rights to subscribe for, or to convert any securities into, shares in the Company:
(a) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £660,436 (such amount to be
reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
(b) comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of
Section 551(3) and (6) of the Act) of £1,320,872 (such amount to be reduced by any allotments or grants made under paragraph (a)
of this resolution) in connection with, or pursuant to, a fully pre-emptive offer in favour of holders of ordinary shares in proportion (as
nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of
any other class of equity securities entitled to participate therein, or, if the Directors consider it necessary, as permitted by the rights
of those securities), but subject to such exclusions or other arrangements to deal with fractional entitlements, treasury shares, record
dates, or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or
stock exchange in, any territory or any other matter whatsoever,
these authorisations to expire at the conclusion of the next Annual General Meeting of the Company or at the close of business on
31 January 2027, whichever is the earlier (save that the Company may before such expiry make offers or enter into agreements which
would or might require shares to be allotted, or rights to be granted, after such expiry and the Directors may allot shares or grant rights
to subscribe for, or to convert any securities into, shares, in pursuance of any such offers or agreements as if the authorisations conferred
hereby had not expired).
Notice of Annual General Meeting
3 Volution Group plc
Notice of Annual General Meeting 2025

Special resolutions
Authority to disapply pre-emption rights
15. That, if resolution 14 is passed and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby
authorised, pursuant to Section 570 and Section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in the Act)
for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if
Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity
securities (but in the case of the authority granted under paragraph (b) of resolution 14, by way of a fully pre-emptive offer only):
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate
to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory
body or stock exchange or any other matter; and
(b) to the allotment of equity securities or the sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount
of £198,130.
such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on
31 January 2027 (unless previously renewed, varied or revoked by the Company at a general meeting), but, in each case, prior to its expiry
the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offers
or agreements as if the authority had not expired.
Additional authority to disapply pre-emption rights
16. That, if resolution 14 is passed and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby
authorised, in addition to any authority granted under resolution 15, pursuant to Section 570 and Section 573 Companies Act 2006 (the
Act), to allot equity securities (as defined in the Act) for cash under the authority given by resolution 14 and/or to sell ordinary shares held
by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be
limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £198,130 such authority to
be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction)
a transaction which the Directors determine to be an acquisition or a specified capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date
of this Notice of Annual General Meeting.
Such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on
31 January 2027 (unless previously renewed, varied or revoked by the Company at a general meeting), but, in each case, prior to its expiry
the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offers
or agreements as if the authority had not expired.
Authority for the Company to make market purchases of its own shares
17. That the Company be and is hereby generally and unconditionally authorised, for the purposes of Section 701 Companies Act 2006
(the Act), to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 1 pence each in the capital
of the Company (Ordinary Shares) on such terms and in such manner as the Directors shall from time to time determine, provided that:
(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 19,813,081 (representing 10% of the issued
share capital, excluding shares held in treasury);
(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence (being the nominal value of an
Ordinary Share);
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of (i) an amount equal to 105% of
the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for
the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased, and (ii) an
amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid
on the trading venues where the purchase is carried out;
(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of
this resolution or at the close of business on 31 January 2027, whichever is the earlier, unless previously revoked, varied or renewed by
the Company in general meeting prior to such time; and
the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary
Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company
may purchase Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
Notice period for general meetings, other than Annual General Meetings
18. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice.
By Order of the Board
Fiona Smith
Company Secretary
22 October 2025
Volution Group plc
Registered office: Fleming Way, Crawley, West Sussex RH10 9YX
Registered in England and Wales number: 09041571
4 Volution Group plc
Notice of Annual General Meeting 2025

Resolution 1 – To receive the Annual Report and Accounts 2025
The Directors are required by the Companies Act 2006 (the Act) to present the accounts, the Directors’ Report and the Auditor’s Report for the year
ended 31 July 2025 to shareholders at the Annual General Meeting. These are contained in the Company’s Annual Report and Accounts 2025.
Resolution 2 – To approve the Directors’ Remuneration Report
Under Section 420 of the Act, the Directors must prepare an annual report detailing the remuneration of the Directors and a statement by
the Chair of the Remuneration Committee (together, the Directors’ Remuneration Report). The Act also requires that a resolution be put to
shareholders each year for their approval of that report (excluding the part containing the Directors’ Remuneration Policy). The Directors’
Remuneration Report can be found on pages 111 to 124 of the Annual Report and Accounts 2025. This resolution is an advisory vote only,
which means that payments made or promised to Directors will not have to be repaid, reduced or withheld if this resolution is not passed.
Resolution 3 – To declare a final dividend
The Company is proposing to shareholders a final dividend of 7.4 pence per ordinary share. If this resolution is approved, the recommended
final dividend will be paid on 16 December 2025 to shareholders who are on the register of members of the Company at the close of business
on 21 November 2025.
Resolutions 4 to 10 – Election and Re-election of Directors
Resolutions 4 to 10 inclusive deal with the election and re-election of the Directors in accordance with the requirements of the UK Corporate
Governance Code (the Code) and the Company’s Articles of Association. The Code provides for all directors of listed companies to be subject
to re-election by the shareholders every year and, for any new director, election at the first annual general meeting after their appointment.
Accordingly, in keeping with the Board’s aim of following best corporate governance practice, all Directors are standing for election or
re-election by the shareholders at this year’s AGM.
Having considered the performance and contribution made by each of the Directors standing for election or re-election, each of these
Directors continues to demonstrate that they remain committed to the role, continues to be an effective and valuable member of the Board
and is able to dedicate sufficient time to their duties.
The Directors also believe that the Board continues to include an appropriate balance of experience and skills and provides effective leadership for the
Company. The Board has a variety of skills which include significant financial experience, extensive knowledge of the ventilation industry, sustainability
matters, and extensive governance experience with a wide range of experience of public companies listed on the London Stock Exchange.
In addition, the Board has determined that, in its judgement, all of the independent Non-Executive Directors being proposed for election
or re-election meet the independence criteria prescribed in the Code as all are independent in character and judgement and there are
no relationships or circumstances which are likely to affect, or could appear to affect, their judgement.
Biographies of each of the Directors seeking election or re-election can be found on pages 86 and 87 of the Annual Report and Accounts
2025, in the Appendix to this Notice of AGM, and on the Company’s website, www.volutiongroupplc.com.
Resolution 11 – To appoint PricewaterhouseCoopers LLP as the Company’s auditor
The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office
until the next such meeting.
This resolution proposes the appointment of PricewaterhouseCoopers LLP until the conclusion of the next Annual General Meeting.
Resolution 12 – To authorise the Audit Committee to determine the remuneration
of the auditor
This resolution authorises the Audit Committee, in accordance with standard practice, to negotiate and agree the fees to be paid to the auditor.
Resolution 13 – Political donations and expenditure
The Company does not make, and does not intend to make, any political donations or incur political expenditure. However, the law in this
area is widely drafted and could prohibit some activities (such as political lobbying and promoting changes in the law which the Board
considers would be in the interest of the Company) unless the Company has first obtained shareholder approval.
This resolution therefore seeks authority to permit political donations and political expenditure in order to authorise activities which would
be within the Company’s ordinary business. The resolution also permits political donations made and political expenditure incurred by any
subsidiary of the Company.
Resolution 14 – To authorise the Directors to allot ordinary shares
The authority in paragraph (a) of this resolution will authorise the Directors to allot the Company’s unissued shares up to a maximum
nominal amount of £660,436. This amount represents one-third of the Company’s issued ordinary share capital (excluding treasury shares)
as at 14 October 2025, the latest practicable date prior to the publication of this Notice. In accordance with institutional guidelines issued by
the Investment Association (IA), paragraph (b) of this resolution will allow the Directors to allot, including the shares referred to in paragraph
(a), further of the Company’s shares in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount
of £1,320,872, representing approximately two-thirds of the Company’s issued ordinary share capital (excluding treasury shares) as at
14 October 2025. If this resolution is passed, this authority will expire at the end of the next Annual General Meeting of the Company
which takes place the year after it is passed or at the close of business on 31 January 2027, whichever is the earlier.
The Directors will continue to seek to renew these authorities at each Annual General Meeting in accordance with best practice. Although the Directors
have no present intention to exercise either of these authorities sought, except in connection with the Company’s obligations under its employee share
schemes, it is considered prudent to maintain the flexibility they provide. If the Directors do exercise either authority, they intend to follow best practice
as regards use, as recommended by the IA. As at 14 October 2025, the latest practicable date prior to the publication of this Notice, the Company held
1,869,190 ordinary shares in an Employee Benefit Trust, deemed to be treasury shares, representing 0.93% of the issued share capital.
Explanatory Notes to the Notice of Annual
General Meeting
5 Volution Group plc
Notice of Annual General Meeting 2025

Resolution 15 and 16 – To authorise the Directors to disapply pre-emption rights
If the Directors wish to allot new shares or other equity securities (or sell treasury shares) for cash pursuant to the authority under resolution 14,
company law requires that these shares are first offered to shareholders in proportion to their existing holdings unless shareholders have given
authority for the waiver of their statutory pre-emption rights by way of special resolution. It may, in certain circumstances, be in the best interests
of the Company to allot shares (or grant rights over shares) or sell treasury shares for cash without first offering them to shareholders in proportion
to their holdings. As a result, as at the previous Annual General Meeting, and in accordance with the Pre-Emption Group’s Statement of Principles
2022 on Disapplying Pre-Emption Rights (Statement of Principles 2022), the Directors are seeking authority to disapply statutory pre-emption rights
in two separate special resolutions:
• the first, resolution 15, seeks authority for the Directors, pursuant to the allotment authority given by resolution 14, to disapply pre-emption
rights and: (i) issue shares (or sell treasury shares) for cash in connection with pre-emptive offers and offers to holders of other equity
securities if required by the rights of those securities or as the Directors consider necessary; and (ii) issue shares or sell treasury shares
for cash (otherwise than pursuant to (i) above) up to an aggregate nominal amount of £198,130 representing approximately 10% of the
Company’s issued ordinary share capital; and
• the second, resolution 16, seeks authority for the Directors to disapply pre-emption rights and allot new shares and other equity securities
pursuant to the allotment authority given by resolution 14, or sell treasury shares for cash, up to a further aggregate nominal amount of
£198,130, representing approximately an additional 10% of the Company’s issued ordinary share capital, but only for the purposes of
financing a transaction which the Directors determine to be an acquisition or a specified capital investment, as contemplated by the
Statement of Principles 2022.
The aggregate nominal amounts above represent approximately 10% respectively of the issued ordinary share capital of the Company as
at 14 October 2025, being the latest practicable date prior to the publication of this Notice.
Resolutions 15 and 16 are in line with the disapplication authorities permitted by the Statement of Principles 2022. This allows a board to allot
shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10% of a company’s issued ordinary share capital for use on
an unrestricted basis, and (ii) up to an additional 10% of issued ordinary share capital in connection with an acquisition or specified capital
investment which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month period and is
disclosed in the announcement of the allotment.
The Directors have no present intention of exercising any of the authorities granted by resolutions 15 or 16 but they consider their grants to be
appropriate and in the best interests of the Company in order to preserve maximum flexibility in the future. The Directors confirm that they will
follow the shareholder protections in Part 2B of the Statement of Principles 2022. The Company intends to renew these authorities annually.
Both authorities will expire on the earlier of either the conclusion of the next Annual General Meeting of the Company or the close of
business on 31 January 2027.
As at 14 October 2025 being the latest practicable date before the publication of this Notice, the Company held 1,869,190 ordinary shares
of the Company in treasury representing 0.93% of the total ordinary share capital in issue (excluding treasury shares) at that date.
Resolution 17 – Authority for the Company to purchase its own shares
This resolution is to authorise the Company to buy back up to 19,813,081 Ordinary Shares. The authority will expire at the conclusion of the next
Annual General Meeting of the Company which takes place the year after it is passed or at the close of business on 31 January 2027, whichever is
the earlier. The Board intends to seek renewal of this authority at subsequent Annual General Meetings in accordance with current best practice.
The resolution specifies the maximum number of Ordinary Shares which may be purchased (representing 10% of the Company’s issued
ordinary share capital as at 14 October 2025) (excluding treasury shares) and the maximum and minimum prices at which they may be
bought, exclusive of expenses, reflecting the requirements of the Act and the UK Listing Rules.
The Directors have no current intention to exercise the authority given by this resolution, but will keep the matter under review. The granting
of this authority should not be taken to imply that any Ordinary Shares will be purchased. No purchase of Ordinary Shares will be made unless
it is expected that the effect will be to increase earnings per share, as well as all other relevant factors, and the Directors consider it to be in
the best interests of shareholders.
Under the Act, the Company is allowed to hold its own shares in treasury following a buy back, instead of having to cancel them. This gives
the Company the ability to re-issue treasury shares quickly and cost effectively and provides the Company with additional flexibility in the
management of its capital base. Such shares may be resold for cash or used to satisfy options issued to employees pursuant to the Company’s
employees share plans but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are
held in treasury. If the Board exercises the authority conferred by this resolution, the Company will have the option of either holding in treasury
or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.
The total number of options to subscribe for shares outstanding at 14 October 2025, the latest practicable date before the publication of
this Notice, was 3,659,148. This represents 1.85% of the issued share capital (excluding treasury shares) at that date. If the Company was to
buy back the maximum number of Ordinary Shares permitted pursuant to this resolution, then the total number of options to subscribe for
Ordinary Shares outstanding at 14 October 2025 would represent 2.05% of the reduced issued share capital.
Resolution 18 – Notice period for general meetings, other than Annual General Meetings
Under the Act, the notice period required for all general meetings of the Company is 21 days. Annual General Meetings will always be held
on at least 20 working days’ notice, but shareholders can approve a shorter notice period for other general meetings. This resolution would,
if passed, allow the Company flexibility to call general meetings, other than Annual General Meetings, on not less than 14 clear days’ notice.
If approved, it will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution be proposed.
The shorter notice period would not be used as a matter of routine, but only where the flexibility was merited by the business of the meeting
and was thought to be in the interests of the shareholders as a whole.
Note that changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must
make a means of electronic voting available for all shareholders for that meeting.
6 Volution Group plc
Notice of Annual General Meeting 2025

1. Attending the Annual General Meeting in person
If you wish to attend the Annual General Meeting in person, you should arrive at the venue in good time to allow your attendance to be
registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the
Company’s registrar, Equiniti Limited (the Registrar), prior to being admitted to the Annual General Meeting.
2. Appointment of proxies
Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General
Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting to represent a member. To be validly
appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying Form of Proxy. If
members wish their proxy to speak on their behalf at the Annual General Meeting, members will need to appoint their own choice of proxy
(not the Chair of the Annual General Meeting) and give their instructions directly to them.
Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members
cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one
proxy, they should contact the Registrar by telephone on +44(0) 371 384 2030. Lines are open 8.30 am to 5.30 pm, Monday to Friday
(excluding public holidays in England and Wales). If calling from overseas, please ensure the country code is used. A member may instruct
their proxy to abstain from voting on any resolution to be considered at the Annual General Meeting by marking the “Vote withheld” option
when appointing their proxy. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion
of votes “For” or “Against” the resolution. The appointment of a proxy will not prevent a member from attending the Annual General Meeting
and voting in person if they wish. A person who is not a member of the Company but who has been nominated by a member to enjoy
information rights does not have a right to appoint any proxies under the procedures set out in these notes and should read note 9 below.
3. Appointment of a proxy using a Form of Proxy
A Form of Proxy for use in connection with the Annual General Meeting is enclosed. To be valid, a Form of Proxy or other instrument appointing
a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by the
Registrar at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 48 hours (excluding non-working days)
before the time of the Annual General Meeting or any adjournment of that Meeting. If you do not have a Form of Proxy and believe that you
should have one, or you require additional Forms of Proxy, please contact the Registrar. Amended instructions must also be received by the
Registrar by the deadline for receipt of Forms of Proxy.
4. Appointment of a proxy online through Shareview
To lodge a proxy online, please visit www.shareview.co.uk and follow the instructions provided. If you have not yet registered for a
Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio
with enough time to complete the registration and authentication processes. To be valid, the Proxy Form or other instrument appointing
a proxy must be received by the Company’s Registrar, Equiniti, by no later than 12.00 noon on Monday 8 December 2025.
5. Appointment of a proxy through CREST
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. CREST personal members
or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment
or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly
authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such
instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an
amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the
Registrar (ID RA19) no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment
of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message
by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through
other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored
member, or has appointed (a) voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
6. Appointment of a proxy by joint holders
In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported
appointment submitted by the most senior holder will be accepted. Seniority shall be determined by the order in which the names
of the joint holders stand in the Company’s register of members in respect of the joint holding.
7. Corporate representatives
Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate
representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint
more than one corporate representative to exercise the rights attached to the same share(s).
Administrative Notes in Connection with
the Annual General Meeting
7 Volution Group plc
Notice of Annual General Meeting 2025

8. Entitlement to attend and vote
To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the votes they may cast), members must be
registered in the Company’s register of members at the close of business on Monday 8 December 2025 (or, if the Annual General Meeting is
adjourned, at the close of business on the day two days (excluding non-working days) prior to the adjourned meeting). Changes to the register of
members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.
9. Votes to be taken by a poll
At the Annual General Meeting, all votes will be taken by a poll rather than on a show of hands. It is intended that the results of the poll votes will
be announced to the London Stock Exchange and published on the Company’s website, www.volutiongroupplc.com, as soon as practicable
following the conclusion of the Annual General Meeting. Poll cards will be issued on registration to those attending the Annual General Meeting.
10. Nominated persons
Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 (the Act) to enjoy information
rights (a Nominated Person) may, under an agreement between them and the member by whom they were nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or
does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
11. Website giving information regarding the Annual General Meeting
Information regarding the Annual General Meeting, including information required by Section 311A of the Act, and a copy of this Notice of
Annual General Meeting are available from the “Investors” section at www.volutiongroupplc.com.
12. Audit concerns
Members should note that it is possible that, pursuant to requests made by members (meeting the threshold requirements) of the Company
under Section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the
audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are to be laid before the Annual General
Meeting; or (b) any circumstance connected with the auditor of the Company ceasing to hold office since the previous meeting at which
annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the members requesting
any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place
a statement on a website under Section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when
it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement
that the Company has been required under Section 527 of the Act to publish on a website.
13. Voting rights
The Company’s issued share capital as at 14 October 2025 (the latest practicable date prior to the publication of this Notice) consisted
of 200,000,000 ordinary shares, of which 1,869,190 were held in treasury. The ordinary shares carry one vote each on a poll at general
meetings of the Company. The Company is not permitted to exercise the voting rights attaching to shares held in treasury. Therefore,
the total number of voting rights in the Company at 14 October 2025 was 198,130,810.
14. Notification of shareholdings
Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chair of the Annual General
Meeting as their proxy will need to ensure that both they, and their proxy, comply with their respective disclosure obligations under the
Disclosure Guidance and Transparency Rules.
15. Members’ right to require circulation of a resolution to be proposed at the
Annual General Meeting
Members meeting the threshold requirements set out in the Act have the right to (a) require the Company to give notice of any resolution
which can properly be, and is to be, moved at the Annual General Meeting pursuant to Section 338 of the Act; and/or (b) include a matter
in the business to be dealt with at the Annual General Meeting pursuant to Section 338A of the Act.
16. Further questions and communication
Under Section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the
Annual General Meeting put by a member attending the Annual General Meeting unless answering the question would interfere unduly with
the preparation for the Annual General Meeting or involve the disclosure of confidential information, or the answer has already been given on
a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the Annual General
Meeting that the question be answered. Members who have any queries about the Annual General Meeting should contact the Company by
email at ir@volutiongroupplc.com.
17. Electronic address
Any electronic address provided either in the Notice of AGM or in any related documents (including the Form of Proxy) may not be used
to communicate with the Company for any purposes other than those expressly stated.
18. Documents available for inspection
Copies of the Executive Directors’ service contracts and the letters of appointment of the Non-Executive Directors are available for inspection at
the registered office of the Company during usual business hours (Saturdays, Sundays and public holidays in England and Wales excepted) and
will be available at the place of the Annual General Meeting from 15 minutes before the Annual General Meeting until its conclusion.
19. Data privacy
A member’s personal data includes all data provided by the member, or on behalf of the member, which relates to the member as a
shareholder, including their name and contact details, the votes they cast and their Shareholder Reference Number (attributed to them by
the Company). The Company determines the purposes for which and the manner in which the member’s personal data is to be processed.
The Company and any third party to which it discloses the data (including the Company’s registrar) may process the member’s personal data
for the purposes of compiling and updating the Company’s record, fulfilling its legal obligations and processing the shareholder rights the
member exercises. A copy of the Company’s privacy policy can be found on the Company website: volutiongroupplc.com.
8 Volution Group plc
Notice of Annual General Meeting 2025

Nigel Lingwood
Non-Executive Chair
Appointed: 30 April 2020
Career and experience: Nigel joined the Board in April 2020 as
an independent Non-Executive Director and Chair of the Audit
Committee. He became Chair of the Board on 23 June 2023.
He is Chair of the Nomination Committee and a member of the
Remuneration Committee. Nigel was group finance director of
Diploma PLC from 2001 to 2020. During his time at Diploma, Nigel
oversaw more than 50 international acquisitions across Europe,
North America and Australia, during which time the company had
grown market capitalisation from c.£60 million to c.£2.7 billion. Nigel
was previously senior independent director and audit committee
chair of Creston plc from July 2015 until December 2016 when the
company was taken private.
Skills and attributes which support strategy and long-term success:
Nigel brings extensive public company, financial and accounting
and acquisition experience. He also has recent and relevant financial
and accounting expertise together with extensive public company
experience and wide-ranging international business experience,
significant strategic and operational expertise together with
extensive M&A experience, both in the UK and internationally.
External appointments: Nigel is currently senior independent
director and audit committee chair at Dialight plc and non-executive
chair of Forterra plc.
Ronnie George
Chief Executive Officer
Appointed: 15 May 2014
Career and experience: Ronnie joined Volution in 2008 as
Managing Director of the Vent-Axia Division and became CEO in
2012 upon leading the management buy-out backed by TowerBrook
Capital Partners LP. Since then, he has transformed the Company
from a UK-centric provider of air quality solutions into a globally
diversified organisation with 29 market leading brands in 17
countries. Ronnie led the successful listing of Volution on the
London Stock Exchange in 2014 and has subsequently delivered a
strong and consistent financial performance, growing the Company
organically and through acquisitions since first becoming CEO.
Volution is now one of the leading ventilation companies fully
active on an international basis.
Ronnie has extensive industry experience and prior to joining
Volution spent 20 years in the wire and cable industry, latterly
leading Draka’s global activities to supply to the marine, oil and
gas sectors.
Skills and attributes which support strategy and long-term success:
Significant strategic and operational expertise together with extensive
M&A experience, both in the UK and internationally, and in-depth
knowledge of the ventilation industry.
External appointments: None.
Andy O’Brien
Chief Financial Officer
Appointed: 1 August 2019
Career and experience: Andy joined Volution as Chief Financial
Officer in August 2019 following nine years at Aggreko plc, a leading
global provider of mobile power and temperature control solutions,
where he held a number of senior finance roles most recently as
finance director, power solutions. Andy’s background also includes
broad financial leadership, strategy and general management
positions in the oil & gas and building materials industries with
General Electric and Lafarge S.A.
Andy brings extensive international financial and accounting
expertise through a background working in a global business
environment, having lived and worked in the Nordics, Middle East
and Singapore as well as the UK and Republic of Ireland. Throughout
his career, Andy has operated in environments where cost control
and strong operational management has been critical.
Skills and attributes which support strategy and long-term success:
Financial and accounting expertise both in the UK and internationally,
significant M&A experience, strong track record of building, developing
and leading multi-location teams.
External appointments: None.
Amanda Mellor
Senior Independent Non-Executive Director, Director
for Sustainability Oversight
Appointed: 19 March 2018
Career and experience: Amanda joined the Board in March 2018
as an independent Non-Executive Director and brings experience
in international business, shareholder relations, strategy and
governance. She is also the Senior Independent Director of
the Board. She is a member of the Audit, Remuneration and
Nomination Committees.
Amanda also has wide-ranging experience in climate and sustainability
matters and attends Volution’s Management Sustainability Committee
meetings as representative of the Board, to ensure effective oversight
of the Group’s environmental and social sustainability agenda.
Amanda is currently the group secretary of Haleon plc and was
previously group secretary for Standard Chartered plc and, prior
to that, group secretary and head of corporate governance at
Marks and Spencer Group plc, where she was also an executive
member of the operating committee. As part of these roles,
Amanda was involved in numerous sustainability-related and
climate transition initiatives.
Skills and attributes which support strategy and long-term success:
Experience in international business, consumer and retail, sustainability
and ESG, shareholder relations, strategy and governance.
External appointments: Amanda is currently group secretary
of Haleon plc.
Appendix – Biographical details of the Directors
9 Volution Group plc
Notice of Annual General Meeting 2025

Jonathan Davis
Independent Non-Executive Director
Appointed: 23 June 2023
Career and experience: Jonathan joined the Board in June 2023
as an independent Non-Executive Director and Chair of the Audit
Committee, bringing strong financial and accounting expertise and
extensive public company, M&A and international experience.
Jonathan is also a member of the Nomination and Remuneration
Committees. He was group finance director at Rotork plc, a FTSE 250
global provider of mission-critical intelligent flow control solutions
operating across a diverse range of markets, including the oil & gas,
water, power, chemicals, and process industries, from 2010 until his
retirement in April 2024.
Skills and attributes which support strategy and long-term success:
Recent and relevant financial and accounting expertise, public company
and international experience.
External appointments: None.
Celia Baxter
Independent Non-Executive Director
Appointed: 5 March 2025
Career and experience: Celia joined the Board in March 2025 as an
independent Non-Executive Director and as Chair Designate of the
Remuneration Committee, and became Chair of the Remuneration
Committee on 10 July 2025. She is also a member of the Nomination
and Audit Committees, and is the nominated Non-Executive Director
for Workforce Engagement. Celia brings with her extensive
experience at both executive and board level in a number of
FTSE250 and FTSE100 companies. She began her executive career
in the field of human resources at Ford Motor Company, moving on
to KPMG, Tate & Lyle plc, Enterprise Oil and Hays plc. In her most
recent executive role at Bunzl plc, from which she retired in 2016,
Celia was Group Human Resources Director from 2003, and a
member of the Executive Committee responsible for HR and
sustainability.
Skills and attributes which support strategy and long-term success:
Celia’s significant experience in the area of executive remuneration and
her broader understanding of industrial businesses that have grown by
acquisition provides a strong contribution to Board discussions and
supports the Board’s development of the Volution people and
remuneration strategy across the global business.
External appointments: Celia is currently senior independent
director and chair of the remuneration committee at discoverIE
Group plc and Dowlais Group plc.
Emmanuelle Dubu
Independent Non-Executive Director
Appointed: 5 March 2025
Career and experience: Emmanuelle joined the Board in March
2025 as an independent Non-Executive Director. She is a member of
the Nomination, Remuneration and Audit Committees. Emmanuelle
retired from her executive career in 2024, during which she gained
over 30 years of experience in international engineering and
manufacturing businesses. She was Executive Vice President and
CEO of Sercel from 2020 until 2024, an international business
specialising in developing cutting-edge, high-quality sensors and
digital solutions for oil exploration, structural health monitoring and
energy transition applications, with over 1,400 employees and
several manufacturing sites across Europe, the US and Asia. Sercel is
a subsidiary of Viridien, a Euronext-listed technology company based
in France.
Skills and attributes which support strategy and long-term success:
Emmanuelle’s strong international background and extensive experience
in the manufacturing industry brings valuable input to Volution as it
continues to develop its growth strategy across a geographically diverse
range of markets.
External appointments: Emmanuelle is non-executive director at
Bodycote plc
10 Volution Group plc
Notice of Annual General Meeting 2025

11 Volution Group plc
Notice of Annual General Meeting 2025

Volution Group plc
Fleming Way
Crawley
West Sussex RH10 9YX
United Kingdom
www.volutiongroupplc.com
Tel: +44 (0) 1293 441662

Dear shareholder,
Volution Group plc
Notice of AGM 2025 and Annual Report and Accounts for the year ended 31 July 2025
Thank you for registering to receive shareholder communications from Volution Group plc electronically.
I am pleased to notify you that the Volution Group plc Annual Report and Accounts for the year ended 31 July 2025 and Notice of Annual
General Meeting (the “AGM”) are now available on the Volution Group plc website at www.volutiongroupplc.com.
The Company’s AGM will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom at
12.00 noon on Wednesday 10 December 2025.
A proxy form is enclosed with this letter. Please refer to the AGM Notice on the Company’s website when completing it. Completed proxy
forms must be received by Equiniti by 12.00 noon on Monday 8 December 2025, in accordance with the instructions set out on the proxy
form.
If you have any questions, please contact Volution Group plc Shareholder Services, at Equiniti on +44 (0) 371 384 2030. Lines are open from
8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales). Please ensure the country code is used if calling from
outside the UK.
Yours sincerely,
Fiona Smith
Company Secretary
Volution Group plc
22 October 2025
Volution Group plc
Fleming Way
Crawley
West Sussex
RH10 9YX
Registered in England and Wales
number: 09041571

Shareholder Admittance Card 2023 For use at the Annual General Meeting To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 13 December 2023 at12.00 noon. Attendance at the Meeting – Admittance Card If you intend to be present at the Annual General Meeting, please sign this card and present it at the registration desk on arrival in order to assist admittance procedures. If you appoint a proxy, it is not necessary to hand this card to your proxy. Signature Date
Weaver’s Ln
A200
A200
Tower Bridge
London Bridge
HMS Belfast
London Bridge Station
London Bridge
Tube Station
City Hall
Tower of London
Norton Rose
Fulbright LLP
Form of Proxy AGM 2023
For use at the Annual General Meeting
To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ,
United Kingdom, on Wednesday 13 December 2023 at 12.00 noon.
Your name .........................................................................................................................................................................................
Your address ....................................................................................................................................................................................
I/We being a holder/holders of ordinary shares of Volution Group plc (the Company) and entitled to vote
at the Annual General Meeting hereby appoint:
Chairman of the Meeting or
My/our own proxy
Name Number of shares
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting
entitlement* on my/our behalf at the Meeting to be held at 12.00 noon on Wednesday 13December 2023
and at any adjournment thereof.
This Form of Proxy is to vote on the resolutions detailed below. Please indicate with an “X” in each case
how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the absence
of any such indication and in relation to any other business arising at the Meeting the proxy will vote or
withhold your vote at their discretion.
Please tick here if this proxy appointment is one of multiple appointments being made*.
* For the appointment of more than one proxy, please refer to the notes overleaf.
Vote
For Against withheld
Ordinary resolutions
1. Receive the Annual Report and Accounts  
2. Approve the Directors’ Remuneration Report  
3. Approve the Directors’ Remuneration Policy  
4. Approve the Deferred Share Bonus Plan  
5. Approve the Long-Term Incentive Plan  
6. Declare a final dividend  
7. Re-elect Nigel Lingwood as a Director  
8. Re-elect Ronnie George as a Director  
9. Re-elect Andy O’Brien as a Director  
10. Re-elect Margaret Amos as a Director  
11. Re-elect Amanda Mellor as a Director  
12. Re-elect Claire Tiney as a Director  
13. Elect Jonathan Davis as a Director  
14. Appoint PwC as auditor  
15. Authorisation of auditor’s remuneration  
16. Authority to incur political donations  
17. Authority to allot shares  
Special resolutions
18. Authority to disapply pre-emption rights  
19. Authority to make market purchase of own shares  
20. Authority to call a general meeting on 14 clear days’ notice  
Please see notes on completion and use overleaf.
Signature Date
Please ensure when posting this form that both the Admittance Card and proxy notes are detached and retained for your use.
Form of Proxy AGM 2025
For use at the Annual General Meeting
To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ,
United Kingdom, on Wednesday 10 December 2025 at 12.00 noon.
Your name ...................................................................................................................................................................................
Your address ..............................................................................................................................................................................
I/We being a holder/holders of ordinary shares of Volution Group plc (the Company) and entitled to
vote at the Annual General Meeting hereby appoint:
Chairman of the Meeting or
My/our own proxy
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our
voting entitlement* on my/our behalf at the Meeting to be held at 12.00 noon on Wednesday
10 December 2025 and at any adjournment thereof.
This Form of Proxy is to vote on the resolutions detailed below. Please indicate with an “X” in each
case how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the
absence of any such indication and in relation to any other business arising at the Meeting the proxy
will vote or withhold your vote at their discretion.
Please tick here if this proxy appointment is one of multiple appointments being made
*
.
* For the appointment of more than one proxy, please refer to the notes overleaf.
Name
Please ensure when posting this form that both the Admittance Card and proxy notes are detached and retained
for your use.
Number of shares
Signature
Please see notes on completion and use overleaf.
Date
Attendance at the Meeting – Admittance Card If you intend to be present at the Annual General Meeting, please sign this card and present it at the registration desk on arrival in order to assist admittance procedures. If you appoint a proxy, it is not necessary to hand this card to your proxy. To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 10 December 2025 at 12.00 noon. Shareholder Admittance Card 2025 For use at the Annual General Meeting Signature Date
Ordinary resolutions
For Against Withheld
1. Receive the Annual Report and Accounts
2. Approve the Directors’ Remuneration Report
3. Declare a final dividend
4. Re-elect Nigel Lingwood as a Director
5. Re-elect Ronnie George as a Director
6. Re-elect Andy O’Brien as a Director
7. Re-elect Jonathan Davis as a Director
8. Re-elect Amanda Mellor as a Director
9. Elect Celia Baxter as a Director
10. Elect Emmanuelle Dubu as a Director
11. Appoint PwC as auditor
12. Authorisation of auditor’s remuneration
13. Authority to incur political donations
14. Authority to allot shares
Special resolutions
15. General authority to disapply pre-emption rights
16. Additional authority to disapply pre-emption rights
17. Authority to make market purchase of own shares
18. Authority to call a general meeting on 14 clear days’ notice

For use at the Annual General Meeting to be held at the offices of Norton Rose Fulbright LLP,
3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 10 December 2025
at 12.00 noon.
Form of Proxy (the Form) – notes on completion and use
1. Full details of the resolutions to be proposed at the AGM (the “Meeting”), with explanatory notes, are set out in the Notice of
Meeting (the “Notice”).
2. A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to exercise all
or any of their rights to attend and speak and vote at the Meeting in their place. A shareholder so entitled may appoint more than
one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or
shares held by that shareholder.
3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar on 0371 384 2030 (UK)
or +44 (0) 121 415 7047 from outside the UK. Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding UK public holidays).
Alternatively, you may photocopy the Form. Please also indicate by ticking the box provided if the proxy instruction is one of
multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the Meeting in person.
5. Shareholders who wish to appoint a proxy other than the Chairman of the Meeting should insert that proxy’s name in the space
provided. A proxy need not be a member of the Company. If the proxy is being appointed in relation to less than your full voting
entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised
to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form
has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
6. The “Vote Withheld” option is provided to enable the appointor to withhold their vote on any particular resolution. It should be
noted that a withheld vote is not considered to be a vote in law and will not be counted in the proportion of votes “For” and
“Against” a resolution.
7. This Form (i) in the case of an individual, must either be signed by the appointor or their attorney; and (ii) in the case of a
corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of
the corporation. Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a
proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some
other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing
which the appointment may be treated as invalid.
8. To be effective, this Form, together with any power of attorney or other authority under which it is executed (or a duly certified copy of
any such power of authority), must either be (a) sent to the Company’s Registrars, Equiniti Limited, of Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, or (b) lodged using the CREST Proxy Voting Services, in each case so as to arrive no later than
12.00 noon on Monday 8 December 2025 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting.
9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), entitlement to attend and vote at the
Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company’s register
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14. Any alterations to this Form must be initialled by the person who signs it.

Full-Year Results
to 31 July 2025
sustainably
Healthy air,

Ronnie George
Chief Executive Officer
Andy O’Brien
Chief Financial Officer
Agenda
Overview
Financial Review
Business Review
Summary and Outlook
Q&A
Volution Group plc Full-Year Results to 31 July 2025 1

Overview
Volution Group plc Full-Year Results to 31 July 2025 2

A strong year: revenue +20.6%, adjusted EPS +18.2%
Strong revenue and earnings growth; well-set for continued progress
• Revenue +20.6% (+21.9%cc), with 5.7%cc organic and 16.2% inorganic from Fantech
• Volume-led organic growth of 5.7%cc; highest in UK at 9.5%, supported by
regulations and share gain
• Adjustedoperatingprofitmargin22.3%(2024: 22.5%), with organic expansion of
50bps offset by Fantech dilution
• Excellent cash conversion of 109% (2024: 107%); leverage 1.2x
• ROIC was robust at 25.2%, despite the dilutive impact of the acquisition
• Good ESG progress; further improvements in employee engagement, reportable
accidents and recycled plastics
• New Regional Structure established; 2 x Europe and 1 x Australasian MDs
Volution Group plc Full-Year Results to 31 July 2025 3

Strong, consistent track record
Revenue
+12.4% (10-Year CAGR)
Adjustedoperatingcashflow
+14.2% (10-Year CAGR)
The Group in 2014
Revenue
£121m
Revenue from non-UK customers
c.30%
Number of countries
4
Number of key brands
5
Number of employees
1,008
The Group in 2025
Revenue
£419m
Revenue from non-UK customers
c.63%
Number of countries
17
Number of key brands
29
Number of employees
2,338
Adjusted earnings per share
+11.6% (10-Year CAGR)
Adjustedoperatingprofit
+12.2% (10-Year CAGR)
0.0
104.5
22.8
27.6
31.1
35.9
34.4
36.9
43.4
56.9
50.4
75.7
85.8
104.5
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
2025
0.0
419.2
120.7
130.2
154.5
185.1
205.7
235.7
216.6
272.6
307.7
328.0
347.6
419.1
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
0.0
33.1
8.8
11.0
12.6
13.6
14.5
16.0
12.1
21.0
24.0
25.8
28.0
33.1
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
2025
0.0
93.4
26.5
29.4
32.5
35.6
37.1
42.1
33.7
56.9
64.9
69.9
78.0
93.4
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Volution Group plc Full-Year Results to 31 July 2025 4

O Strategic progress and priorities
Organic growth
FY25 Progress
5.7%cc Organic revenue growth
FY26 Priorities
• Continuing to invest in new product development
with exciting new products launched in all three
geographic regions
• Capitalise on cross selling opportunities with notable
focus on Australasia since the acquisition of Fantech
Value-adding acquisitions
FY25 Progress
16.2%cc Inorganic revenue growth
FY26 Priorities
• Complete the integration of the Fantech group of
companies
• Fully embed our new regional leadership structure
creating the bandwidth and management capability
to underpin our long-term acquisition growth plans
Operational excellence
FY25 Progress
22.3% adjusted operating profit margin
FY26 Priorities
• Optimise and expand extrusion capability in Reading
• Leverage Group procurement to optimise supply
chains and maximise synergistic benefits available
with particular focus on Fantech
Volution Group plc Full-Year Results to 31 July 2025 5

Sustainability
2025
2024 Comment
Product
Low-carbon sales
71.2% 74.6%
Low-carbon sales excluding Fantech FY25 77.3%
Avoided emissions
1,979kt 1,872kt
Innovative model built with 3rd party
consultants to measure carbon avoided
Heat recovery products
28.5% 31.7%
Heat recovery product sales excluding Fantech
FY25 32.5%
Planet
Recycled plastic
83.9% 78.1%
UK now over 90%,
Nordics increasing rapidly to c30%
Carbon intensity
12.0 12.8
SBTi targets at most ambitious level approved
in Feb 2025
Absolute market-based
emissions
2,568 2,566
Flat year on year and broadly in line with SBTi target
on like-for-like basis
People
Employee engagement
75 74
First Group-wide survey in FY24 (score: 74), second
survey FY25 (score: 75)
Accident frequency rate
0.17 0.20
Increased H&S leadership and resource
Developing diverse
future leaders
40% 40%
Female participation in our MDP (4) programme,
graduated in H1 FY25
Volution Group plc Full-Year Results to 31 July 2025 6

Financial Review
Volution Group plc Full-Year Results to 31 July 2025 7

Financial highlights
Revenue £m
£419.1m
Adjustedoperatingprofit£m
£93.4m
Adjustedoperatingprofitmargin%
22.3%
Adjusted EPS pence per share
33.1p
Adjustedoperatingcashflow£m
£104.5m
Leverage (excluding lease liabilities)
1.2x
+20.6% (+21.9%cc)
+19.7%
-20bps
+18.2% +21.8%
0.00 83.82 167.64 251.46 335.28 419.10
2025
2021
2022
2023
2024
419.1
272.6
307.7
328.0
347.6
0.00 18.68 37.36 56.04 74.72 93.40
93.4
56.9
64.9
69.9
78.0
2025
2021
2022
2023
2024
0.0 4.5 9.0 13.5 18.0 22.5
22.3
20.9
21.1
21.3
22.5
2025
2021
2022
2023
2024
0.000 8.275 16.550 24.825 33.100
21.0
33.1
24.0
25.8
28.0
2025
2021
2022
2023
2024
0.000000 17.41666734.83333352.25000069.66666787.083333104.500000
104.5
56.9
50.4
75.7
85.8
2025
2021
2022
2023
2024
0.00 0.24 0.48 0.72 0.96 1.20
1.2
0.9
0.9
0.8
0.4
2025
2021
2022
2023
2024
Volution Group plc Full-Year Results to 31 July 2025 8

• Revenue up 20.6% (21.9%cc) of which +5.7%(cc) organic
• Adjusted operating profit margin down 20bps to 22.3%,
due to the dilutive impact of the Fantech acquisition, with
organic margins (excluding Fantech) up 50bps versus the
prior year
• Adjusted EPS 33.1p, up 18.2% vs prior year
• Working capital inflow of £4.5 million contributed to
excellent cash generation conversion 109% (2024: 107%)
• Dividends up 20.0% to 10.8p per share (2024: 9.0p)
2025 2024 Movement
Revenue (£m)
419.1
347.6 +20.6%
Adjusted operating profit (£m)
1
93.4
78.0 +19.7%
Adjusted operating profit margin (%)
1
22.3
22.5 -20bps
Adjusted EPS (pence)
1
33.1
28.0 +18.2%
Adjusted operating cash flow (£m)
1
104.5
85.8 +21.8%
Closing debt leverage (x)
2
1.2
0.4 0.8
ROIC % (pre-tax) (%)
25.2
27.8 -260bps
Dividend per share (pence)
10.8
9.0 +20.0%
1 The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted
operating profit, adjusted profit before tax, adjusted EPS and adjusted operating cash flow.
2 Closing debt leverage is net debt to LTM adjusted EBITDA.
Stronggrowthinrevenue,adjustedoperatingprofitandcashflow
A strong financial performance
Volution Group plc Full-Year Results to 31 July 2025 9

Strong organic and inorganic revenue growth
Revenue up 21.9%cc; organic revenue up 5.7%cc (volume 4.5% price 1.2%)
£15.3m
£0.3m
£56.2m
£419.1m
£4.2m
£347.6m
Continental
Europe
Australasia FY25
Organic Total
FX Fantech
FY25
FY24 UK
£(4.5)m
Organic growth £19.8m (+5.7% cc)
£367.4m
Volution Group plc Full-Year Results to 31 July 2025 10

Robust adjusted operating profit margin
UK
Continental
Europe
Australasia
*Excluding Fantech
Adjustedoperatingprofitup
19.7%to£93.4m
£5.7m
£0.6m
£(1.1)m
£10.0m £93.4m
£1.2m
£78.0m
£84.5m
£(1.0)m
Continental
Europe
Australasia
Unallocated
FY25
Organic Total
FX Fantech
FY25
FY24
UK
2025 26.0% 2024
25.0%
2025 24.1% 2024
23.9%
2025 20.6% 2024 22.7% 2025* 23.8%
22.3%
21.1%
20.9%
21.3%
22.5%
FY22
FY21
FY23
FY24
FY25
Group
Volution Group plc Full-Year Results to 31 July 2025 11

Net debt and cash flow
Strong cash conversion
Cash conversion 109% (2024: 107%), Leverage 1.2x (2024: 0.4x), Available
liquidity£85.3m(2024:£100.2m)
FY25
£m
FY24
£m
Adjusted operating cash flow 104.5 85.8
Cash conversion 109% 107%
Interest paid on debt (7.6) (5.0)
Tax paid (20.1) (16.8)
Dividends (19.0) (16.4)
Free cash flow 57.8 47.6
Changes in investments (112.2) (13.2)
Consideration paid for 25% of ClimaRad (30.4) –
Purchase of shares (2.3) (2.7)
Business combination costs (3.1) (0.2)
Finance costs paid (1.8) –
Long-term lease liabilities adjustment (13.7) 5.1
Payments of lease liabilities (6.0) (5.7)
Cash (outflow)/inflow (111.7) 30.9
Opening net debt (57.6) (89.3)
Cash (outflow)/inflow (111.7) 30.9
FX on foreign currency loans/cash 3.6 0.8
Closing net debt (165.7) (57.6)
Cash conversion
109%
(FY24: 107%)
Leverage
1.2x
(post Fantech
acquisition)
1.0x
0.9x
1.9x
1.6x
1.3x
0.9x 0.9x
0.4x
1.2x
2016 2017 2018 2019 2020 2021 2 022 2023 2024
2025
0.8x
95%
99%
90%
85%
124%
97%
76%
107%
109%
2016 2017
2018
2019 2020 2021 2022
2023
2024
2025
106%
Target 90%
Target 90%
Volution Group plc Full-Year Results to 31 July 2025 12

Compelling returns on invested capital (ROIC)
2025
£m
2024
£m
2023
£m
AVERAGE NET ASSETS
1
254.0
235.9 216.3
Add/(deduct)
+ Acquisition-related liabilities
30.7
21.8 15.6
+ Net debt
101.9
48.0 58.3
+ Historic amortisation charges (net of def. tax)
147.1
137.8 128.2
– Goodwill/intangibles of 2012 LBO
(163.0)
(163.0) (163.0)
AVERAGE INVESTED CAPITAL
1
370.7
280.5 255.4
ADJUSTED OPERATING PROFIT
93.4
78.0 69.9
ROIC % (pre-tax)
25.2%
27.8% 27.4%
1. three point average (1 Aug, 31 Jan and 31 Jul).
ROIC 25.2% (2024: 27.8%) with organic improvement
offsetbyimpactofFantech
Volution Group plc Full-Year Results to 31 July 2025 13

FY25
+21.9%
FY25
109%
FY25
+5.7%
FY25
25.2%
FY25
22.3%
FY25
+18.2%
Long-term target:
+10%
Long-term target:
>90%
Long-term target:
+3% to +5%
Long-term target:
>20%
Long-term target:
>20%
Long-term target:
+10%
Strong performance ahead of all our financial targets
Revenue growth (cc) Organic revenue growth (cc) Adjustedoperatingprofitmargin%
Adjusted operating cash conversion
Return on invested capital (ROIC) Adjusted EPS Growth
5yr average
+14.4%
5yr average
99%
5yr average
+7.8%
4yr average
27. 3%
5yr average
21.6%
5yr average
+24.4%
Volution Group plc Full-Year Results to 31 July 2025 14

Business Review
Volution Group plc Full-Year Results to 31 July 2025 15

Volution in 2014...
UKUK
Continental
Europe
Continental
Europe
Australasia
Revenue
£106.4m
25.4%*
Revenue
£136.6m
32.6%*
Revenue
£26m
21.0%*
Revenue
£176.1m
42.0%*
Revenue
£95m
79.0%*
Organic revenue
growth (cc)
(average since 2014)
+4.1%
(+23 acquisitions)
23%
New build
38%
New build
22%
Commercial
30%
Commercial
77%
RMI
62%
RMI
78%
Residential
70%
Residential
and today.
* % of Volution Group revenue
Revenue
split
Revenue
split
Revenue
split
Revenue
split
Volution Group plc Full-Year Results to 31 July 2025 16

Our increasing geographic diversity
FY12 FY14 FY16
FY18
FY20 FY22 FY25FY24
£450m
£150m
£300m
0
UK Continental Europe Australasia
Revenue
Volution Group plc Full-Year Results to 31 July 2025 17

• Revenue growth of 9.5% our strongest regional performance
in the year
• Residential revenue growth of 9.7% with regulatory support for
residential new build, and share gains boosting revenues
• Good H2/25 performance boosting commercial revenue
growth by 6.9%
• Strong partnership in Ireland for residential new build systems
and other export gains delivered 29.4% revenue growth in the
year
• Adjusted operating profit margins increased to 26% despite
headwinds from additional National Insurance and pay
inflation. Significant value engineering and cost initiatives
delivered in the year
• Invested in new injection moulding machines in Reading and
additional production workspace in Dudley to future-proof
revenue growth
Residential 77%
Commercial 23%
RMI 58%
New Build 42%
Revenue
growth
+9.5%
Organic revenue
growth (cc)
+9.5%
Adjusted operating
profitmargin
26.0%
United Kingdom:
Regulatory tailwinds support strong
residential revenue growth
2025
£m
2024
£m
Change
%
UK
Residential
115.2
105.0 9.7
Commercial
30.1
28.2 6.9
Export
15.7
12.1 29.4
OEM
15.1
15.5 (2.0)
Total UK revenue
176.1
160.8 9.5
Adjusted operating profit
45.9
40.2 14.1
Adjusted operating profit margin (%)
26.0%
25.0% 1.0pp
Reported operating profit
44.0
34.6 27.2
Volution Group plc Full-Year Results to 31 July 2025 18

Residential 70%
Commercial 30%
RMI 64%
New Build 36%
• Organic revenue growth of 3.1%cc, Central Europe
stronger and Nordics a 2.3%cc decline
• Adjusted operating profit increased 2.5%
• Central Europe growth of 6%cc with notable highlights
being ClimaRad NL and Energy Recovery Industries with
Germany still experiencing weaker demand
• Nordics refurbishment demand stable with a smaller
decline in H2 versus H1. Project order book for new
construction improved in the second half of the year
• Investment in the Nordics to improve unit cost efficiency
in metal work, and in Bosnia and North Macedonia to
support revenue growth
Revenue
growth
+1.7%
Organic revenue
growth (cc)
+3.1%
Adjusted operating
profitmargin
24.1%
Continental Europe:
ClimaRad and ERI drive good Central Europe
growth; offsetting weaker Nordics markets
2025
£m
2024
£m
Change
%
Change
(cc)
%
Continental Europe
Central Europe
90.6
87.0 4.2 6.0
Nordics
46.0
47.4 (2.9) (2.3)
Total Continental Europe revenue
136.6
134.4 1.7 3.1
Adjusted operating profit
32.9
32.1 2.5
Adjusted operating profit margin (%)
24.1%
23.9% 0.2pp
Reported operating profit
27.3
29.1 (6.5)
Volution Group plc Full-Year Results to 31 July 2025 19

Residential 58%
Commercial 42%
RMI 66%
New Build 34%
• Revenue increased to £106.4m supported by the acquisition
of the Fantech group of companies, creating a leadership
position in the region
• Operating profit of 20.6%, above our long-term target, despite
the dilution from the acquisition
• New Zealand market stabilised following a difficult period, DVS
Proven Systems our B2C model delivering a strong finish to
the year with margin expansion initiatives now completed
• The new acquisition is integrating well with significant cost
reduction and cross-selling opportunities identified and
underway
2025
£m
2024
£m
Change
%
Organic
change
(cc)
%
Australasia
Residential
62.1
49.3 26.0 1.3
Commercial
44.3
3.1 1,306.9 (11.2)
Total Australasia revenue
106.4
52.4 102.8 0.6
Adjusted operating profit
21.9
11.9 83.5
Adjusted operating profit margin (%)
20.6%
22.7% (2.1)pp
Reported operating profit
11.0
11.1 (1.5)
Revenue
growth
+102.8%
Organic revenue
growth (cc)
+0.6%
Adjusted operating
profitmargin
20.6%
Australasia:
Fantech integration progressing well; New
Zealand market showing signs of improving
Volution Group plc Full-Year Results to 31 July 2025 20

• Transaction recap: AUD$281 million consideration ($60 million deferred to
December 2025), c8.5x 2024 EBITDA, funded through cash and RCF
• Broad and deep market reach with strong position in residential, commercial
and specialist industrial applications
• Strongfirsteightmonths of trading post acquisition
• Integration progressing well; underway with product range and cost synergy
opportunities
• New Regional leadership established
• Exciting near/medium term organic opportunities: Infrastructure Net Zero
opportunity and the Brisbane Olympics
• Broad and deep market coverage gives access to further M&A opportunities
Fantech update:
Strong platform for continued organic and inorganic growth
Residential 26%
Commercial 64%
Industrial applications 10%
Warehousing and sales site
Manufacturing site
Current Volution Locations
Full regional coverage
Strong brand portfolio
Breadth of applications
Volution Group plc Full-Year Results to 31 July 2025 21

Summary
and outlook
Volution Group plc Full-Year Results to 31 July 2025 22

A strong year: revenue +20.6%, adjusted EPS +18.2%
• Revenue +20.6% (+21.9%cc), with 5.7%cc organic and 16.2% inorganic from Fantech
• Volume-led organic growth of 5.7%cc; highest in UK at 9.5%, supported by
regulations and share gain
• Adjustedoperatingprofitmargin22.3%(2024: 22.5%), with organic expansion of
50bps offset by Fantech dilution
• Excellent cash conversion of 109% (2024: 107%); leverage 1.2x
• ROIC was robust at 25.2%, despite the dilutive impact of the acquisition
• Good ESG progress; further improvements in employee engagement, reportable
accidents and recycled plastics
• New Regional Structure established; 2 x Europe and 1 x Australasian MDs
Volution Group plc Full-Year Results to 31 July 2025 23

The new year has started well, with continuing
organic revenue growth complemented by
theinorganicrevenuebenefitfromtheFantech
acquisition.Notwithstandingthestilldifficulteconomic
backdrop in many of our end markets, we remain
confidentofcontinuingtodelivercompoundinggrowth
and another year of good progress.
Outlook
Volution Group plc Full-Year Results to 31 July 2025 24

Thank you
Q&A
Volution Group plc Full-Year Results to 31 July 2025 25

Appendix
Volution Group plc Full-Year Results to 31 July 2025 26

Financial summary
2025 2024 Movement
Revenue (£m) 419.1 347.6 20.6%
Revenue (cc) (£m) 423.6 347.6 21.9%
Gross Margin (%) 49.1% 51.3% (2.2)pp
Adjusted operating profit (£m)
1
93.4 78.0 19.7%
Adjusted operating margin (%)
1
22.3% 22.5% (0.2)pp
Adjusted profit before tax (£m)
1
83.9 70.7 18.7%
Adjusted EPS (pence)
1
33.1 28.0 18.2%
Adjusted effective tax rate (%) 21.8% 21.8% –
Reported operating profit (£m) 67.2 70.4 (4.5)%
Reported operating margin (%) 16.0% 20.2% (4.2)pp
Reported profit before tax (£m) 54.5 56.6 (3.7)%
Reported basic EPS (pence) 21.0 21.6 (2.8)%
Adjusted operating cash flow (£m)
1
104.5 85.8 21.8%
Reported net debt (£m) 165.7 57.6 187.7%
Closing debt leverage (x)
2
1.2 0.4 0.8
Dividend per share (pence) 10.8 9.0 20%
1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted profit before tax, adjusted basic and adjusted EPS and adjusted operating cash flow. An explanation and
reconciliation to reported profit before tax is shown on page 28.
2. Closing debt leverage is net debt to LTM adjusted EBITDA.
Volution Group plc Full-Year Results to 31 July 2025 27

Reconciliation of adjusted to reported profit
Acquisition-related costs:
• Acquisition related costs:
• £7.1 million (2024: £nil million) Amortisation of acquired inventory
fair value adjustment
• £3.1 million (2024: £0.2 million) of professional fees in respect of the
acquisitions during the year.
• £7.9 million (2024: £4.7 million) re-measurement of future
consideration amd the unwinding of the discount
• £11.3 million (2024: £9.3 million) in respect of amortisation
of intangible assets
• Gain of £nil million (2024: gain of £0.1 million) on fair value of financial
instruments
2025
£m
2024
£m
Movement
£m
Adjusted profit before tax 83.9 70.7 13.2
Items excluded from adjusted measures:
Acquisition related costs:
Amortisation of acquired inventory fair value adjustment ( 7.1) – (7.1)
Professional fees (3.1) (0.2) (2.9)
Re-measurement of future consideration & unwinding of discount (7.9) (4.7) (3.2)
Amortisation of acquired intangibles (11.3) (9.3) (2.0)
Net gain/(loss) on financial instruments at fair Value – 0.1 (0.1)
Reported profit before tax 54.5 56.6 (2.1)
1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating
profit, adjusted profit before tax, adjusted EPS and adjusted operating cash flow.
Volution Group plc Full-Year Results to 31 July 2025 28

Consolidated statement of financial position summary
2025
£m
2024
£m
Non-current assets
Property, plant and equipment 34.0 30.2
Right-of-use assets 39.9 24.9
Intangible assets – goodwill 235.8 171.4
Intangible assets – others 125.3 76.9
435.0 303.4
Current assets
Inventories 71.3 53.1
Trade and other receivables 77.4 55.2
Income tax assets – 0.4
Cash and short-term deposits 18.8 18.2
167.5 126.9
Total assets 602.5 430.3
Current liabilities
Trade and other payables (71.7) (46.7)
Refund liabilities (12.8) (10.8)
Income tax liabilities (2.3) (3.9)
Other financial liabilities (31.6) (22.1)
Interest-bearing loans and borrowings (6.4) (14.4)
Provisions (2.1) (1.4)
(126.9) (99.3)
Non-current liabilities
Interest-bearing loans and borrowings (177.0) (71.7)
Other financial liabilities (1.5) –
Provisions (0.7) (0.8)
Deferred tax liabilities (26.3) (12.6)
(205.5) (85.1)
Total liabilities (332.4) (184.4)
Net assets 270.1 245.9
Total equity 270.1 245.9
Volution Group plc Full-Year Results to 31 July 2025 29

Cash flow/net debt
FY25
£m
FY24
£m
Movement
£m
Movement
%
Adjusted EBITA (A) 95.6 79.9 15.7 19.6%
Depreciation 10.7 9.1
Adjusted EBITDA 106.3 89.0 17.3 19.4%
Change in net working capital 4.5 2.7
Share-based payments 2.1 1.2
Net investment in fixed assets (8.4) (7.1)
Adjusted operating cash flow (B) 104.5 85.8 18.7 21.8%
Cash conversion (B/A) 109% 107%
Interest paid on debt (7.6) (5.0)
Tax paid (20.1) (16.8)
Dividends (19.0) (16.4)
Free cash flow 57.8 47.6 10.2 21.4%
Changes in investments (112.2) (13.2)
Consideration paid for 25% of ClimaRad (30.4) –
Purchase of shares (2.3) (2.7)
Business combination costs (3.1) (0.2)
Finance costs paid (1.8) –
Long-term lease liabilities adjustment (13.7) 5.1
Payments of lease liabilities (6.0) (5.7)
Cash (outflow)/inflow (111.7) 30.9 (142.6)
Opening net debt (57.6) (89.3)
Cash (outflow)/inflow (111.7) 30.9
FX on foreign currency loans/cash 3.6 0.8
Closing net debt (165.7) (57.6) (108.1)
Volution Group plc Full-Year Results to 31 July 2025 30

This document may contain forward-looking statements which are made in good faith and
are based on current expectations or beliefs, as well as assumptions about future events. You
can sometimes, but not always, identify these statements by the use of a date in the future or
such words as “will, “anticipate”, “estimate”, “expect”, “project”, “intend”,“plan”, “should”, “may”,
“assume” and other similar words. By their nature, forward-looking statements are inherently
predictive and speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. You should not place undue reliance on
these forward-looking statements, which are not a guarantee of future performance and are
subject to factors that could cause our actual results to differ materially from those expressed
or implied by these statements. The Company undertakes no obligation to update any forward-
looking statements contained in this document, whether as a result of new information, future
events or otherwise.
Cautionary statement
Volution Group plc Full-Year Results to 31 July 2025 31